AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1996
REGISTRATION NO. 333-9025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOLMES PROTECTION GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 7382 06-1070719
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
440 Ninth Avenue George V. Flagg
New York, New York 10001-1695 President and Chief Executive Officer
(212) 760-0630 440 Ninth Avenue
(Address, including zip code, and New York, New York 10001-1695
telephone number, (212) 760-0630
including area code, of registrant's (Name, address, including zip code,
principal executive offices) and telephone number,
including area code, of agent for
service
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Copies to:
Jeffrey W. Rubin, Esq. Michael Hirschberg, Esq.
Squadron, Ellenoff, Plesent & Piper & Marbury L.L.P.
Sheinfeld, LLP 1251 Avenue of the Americas
551 Fifth Avenue New York, New York 10020
New York, New York 10176 (212) 835-6000
(212) 661-6500
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Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, as amended, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount to be Maximum Maximum Amount of
Title of Each Class of Registered Offering Price Aggregate Registration
Securities to be Registered (1) Per Share Offering Fee
Price
- ----------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 1,150,000 $9.75 $11,212,500 $3,866.38(2)
- ----------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 115,000 $11.00 $1,265,000 $436.21(3)
================================================================================
(1) Includes 165,000 shares which the Underwriters have the option to purchase
from the Company solely to cover over-allotments.
(2) Registration fee paid previously.
(3) Additional registration fee paid herewith, computed pursuant to Rule 457(a)
under the Securities Act of 1933, as amended, on the basis of the offering
price of the additional shares of the Company's Common Stock.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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CROSS-REFERENCE SHEET
Showing Location in Prospectus of Information Required by Items of Form
S-1 Pursuant to Item 501(b) of Regulation S-K
Registration Statement Item and Heading Location in Prospectus
- --------------------------------------- ---------------------------------------------------------
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................... Outside Front Cover of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Inside Front and Outside Back Cover of Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges .......................... Prospectus Summary; Risk Factors; Not Applicable
4. Use of Proceeds .................................... Prospectus Summary; Use of Proceeds
5. Determination of Offering Price .................... Outside Front Cover of Prospectus; Underwriting
6. Dilution ........................................... Not Applicable
7. Selling Security Holders ........................... Not Applicable
8. Plan of Distribution ............................... Outside Front Cover of Prospectus; Underwriting
9. Description of Securities to be Registered.......... Description of Capital Stock
10. Interests of Named Experts and Counsel.............. Legal Matters
11. Information with Respect to the Registrant ......... Prospectus Summary; Risk Factors; Use of Proceeds; Price Range
of Common Stock and Dividend Policy; Capitalization; Selected
Financial Data; Management's Discussion and Analysis of
Financial Condition and Results of Operations; Business;
Management; Principal Stockholders; Description of Capital
Stock; Financial Statements; Financial Statement Schedules
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Not Applicable
13. Other Expenses of Issuance and Distribution ........ Part II
14. Indemnification of Directors and Officers........... Part II
15. Recent Sales of Unregistered Securities............. Part II
16. Exhibits and Financial Statement Schedules.......... Part II; Exhibits
17. Undertakings ....................................... Part II
PROSPECTUS
LOGO
1,100,000 SHARES
HOLMES PROTECTION GROUP, INC.
COMMON STOCK
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All of the 1,100,000 shares of common stock, par value $.01 per share (the
"Common Stock"), offered hereby are being sold by Holmes Protection Group,
Inc. ("Holmes" or the "Company").
On September 23, 1996, the Company's Common Stock began trading on the
Nasdaq National Market under the symbol "HLMS." From March 27, 1995 to
September 20, 1996, the Common Stock traded on the Nasdaq SmallCap Market and
prior thereto, the Common Stock traded on the London Stock Exchange. On
September 24, 1996, the last sale price for the Common Stock as reported by
the Nasdaq National Market was $10.50.
------
The shares offered hereby involve a high degree of risk. See "Risk
Factors" beginning on page 6 hereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
===============================================================================
Underwriting
Price to Discounts and Proceeds
Public Commissions (1) to Company (2)
- -------------------------------------------------------------------------------
Per Share ..... $11.00 $0.88 $10.12
- -------------------------------------------------------------------------------
Total (3) .... $12,100,000 $968,000 $11,132,000
===============================================================================
(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933, as amended. See "Underwriting."
(2) Before deducting expenses of the offering payable by the Company
estimated to be $500,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up
to an aggregate of 165,000 additional shares of Common Stock on the same
terms and conditions as the Common Stock offered hereby solely to cover
over-allotments, if any. If the Underwriters exercise this option in
full, the total Price to Public, Underwriting Discounts and Commissions
and Proceeds to Company will be $13,915,000, $1,113,200 and $12,801,800,
respectively. See "Underwriting."
The shares of Common Stock offered hereby are offered by the Underwriters,
subject to prior sale when, as and if delivered to and accepted by the
Underwriters and subject to certain other conditions. The Underwriters
reserve the right to withdraw, cancel or modify such offer and to reject
orders in whole or in part. It is expected that delivery of the certificates
representing shares of Common Stock will be made at the offices of Brean
Murray & Co., Inc. in New York, New York on or about September 30, 1996.
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BREAN MURRAY & CO., INC.
------
The date of this Prospectus is September 25, 1996
Public Offices
Holmes Protection Group, Inc.
Industrial Sites
Still the First.
Protecting People and Property Since
1858.
[LOGO]
Commercial Facilities
Residential Premises
------
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS, IF ANY, MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE
COMPANY'S COMMON STOCK ON NASDAQ IN ACCORDANCE WITH RULE 10b-6A UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SEE "UNDERWRITING."
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and Financial Statements and Notes thereto appearing elsewhere in
this Prospectus, including information under "Risk Factors." The shares of
Common Stock offered hereby involve a high degree of risk and investors
should carefully consider information set forth in "Risk Factors." Unless
otherwise indicated, all information contained in this Prospectus assumes
that the Underwriters' over-allotment option as described in "Underwriting"
is not exercised.
THE COMPANY
Holmes provides security alarm monitoring services and designs, sells,
installs and services electronic security systems for commercial and mid- to
high-end residential subscribers. These systems include event detection
devices, surveillance equipment and access control devices which restrict
access to specified areas. The Company currently provides its services in the
Northeast, primarily in New York, New Jersey and Pennsylvania, and conducts
its operations through four branch offices, two central monitoring stations
and 46 independent alarm service dealers and franchisees. In addition, the
Company recently acquired a central monitoring station in Southern California
which provides monitoring services for other alarm companies. According to a
published survey, the Company was the twelfth largest provider of electronic
security services in the United States in terms of total 1995 revenues.
Following an internal management transition and reorganization that
occurred during 1995, the Company engaged the services of several former
senior executives of The National Guardian Corporation ("National Guardian"),
a large national electronic security alarm services company which was
acquired by Ameritech Monitoring Services, Inc. in October 1995. Among the
executives hired by the Company was George V. Flagg, the Company's President
and Chief Executive Officer, who served as the President and Chief Executive
Officer of National Guardian from 1986 to 1995. During Mr. Flagg's tenure,
National Guardian became one of the four largest electronic security services
companies in the United States based upon revenues, which grew from
approximately $40 million in 1985 to over $200 million in 1995. Under the
direction of the Company's new management team, the Company is implementing a
new business strategy involving a combination of strategic acquisitions and
internal growth. In regard to strategic acquisitions, the Company intends to
pursue both (i) fold-in acquisitions, which consist of businesses or
portfolios of alarm monitoring accounts that can be readily combined with the
Company's existing branch offices and management structure and (ii) new
market acquisitions, which consist of companies in the electronic security
services industry located outside the Company's current geographic market. In
regard to its internal growth strategy, the Company intends to capitalize on
public recognition of the historic Holmes brand name (which has been utilized
in the security services industry since 1858) in connection with (i)
expanding its security services product offerings, including the HolmesNet
system for wireless data communications; (ii) establishing a national
accounts program; (iii) increasing its sales and marketing efforts; and (iv)
expanding its dealer operations.
The Company's revenues consist primarily of recurring payments under
written contracts for security alarm monitoring activities and associated
services, which represented approximately 74% of total revenues in 1995. The
Company monitors digital alarm signals arising from various activities,
including burglaries, fires and other events, through security systems
installed at subscribers' premises. These signals are received and processed
at one of the Company's central monitoring stations. In order to reduce
overall manpower requirements, achieve economies of scale and other cost
efficiencies, and enhance the quality of service being provided, the Company
is in the process of consolidating its central monitoring stations located in
the Northeast into one state-of-the-art facility with monitoring capacity of
approximately 60,000 accounts. In order to avail itself of more extensive
technological resources, the Company entered into a ten-year information
technology services agreement with a subsidiary of Electronic Data Systems
Corporation ("EDS") in 1995. Pursuant to this agreement, the Company has
consolidated four central monitoring stations into two, and completion of the
consolidation activities is scheduled for the fourth quarter of 1996. The
Company currently monitors approximately 35,000 accounts from its central
monitoring stations located in the Northeast and 14,500 accounts from its
central monitoring station located in Southern California. An additional 16%
of the Company's total revenues in 1995 was comprised of direct sales and
installation of security equipment.
3
The balance of the Company's revenues in 1995 was derived from (i) jewelry
vault rentals, (ii) insured parcel delivery services for the jewelry trade
and (iii) royalty fees and product sales relating to its franchise and dealer
operations. Approximately 80% of the Company's business is derived from
commercial customers, including financial institutions, jewelry and fine art
dealers, corporate headquarters, manufacturers, distribution facilities and
health care and education facilities. The Company's residential business
focuses principally on mid- to high-end customers.
Electronic security services is a consolidating but still a highly
fragmented industry, consisting of a large number of local and regional
companies and several integrated national companies. The fragmented nature of
the industry can be attributed to the low capital requirements associated
with performing basic installation and maintenance of electronic security
systems. However, the business of a full service, integrated electronic
security services company providing central station monitoring services is
capital intensive, and the Company believes that the high fixed costs of
establishing both central monitoring stations and full service operations
contribute to the small number of national competitors. The low marginal cost
of monitoring additional customers has been one of the principal factors
leading full service, integrated electronic security services companies to
seek acquisitions of other electronic security businesses to consolidate into
their existing operations. The principal focus of the Company's business
strategy is to aggressively pursue acquisitions in this environment.
The Company was incorporated as a Delaware corporation on October 29,
1982. The Company's principal executive offices are located at 440 Ninth
Avenue, New York, New York 10001-1695, and its telephone number is (212)
760-0630. Unless the context indicates otherwise, references to the "Company"
or "Holmes" in this Prospectus are to Holmes Protection Group, Inc. and its
direct and indirect subsidiaries.
THE OFFERING
Common Stock Offered by the Company .............. 1,100,000 shares
Common Stock Outstanding After the Offering(1) ... 5,663,062 shares
Use of Proceeds .................................. To finance the Company's business expansion plans, including
pursuing strategic acquisitions, expanding its security
services product offerings, establishing a national
accounts program, increasing its sales and marketing
efforts, and expanding its dealer operations.
Nasdaq National Market Symbol .................... "HLMS"
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(1) Excludes (i) 57,846 and 165,429 shares of Common Stock reserved for
issuance upon exercise of outstanding options under the Executives Plan
and the Directors Plan (each as defined in "Management--Stock Option
Plans"), respectively; (ii) 878,864 shares of Common Stock reserved for
issuance upon exercise of the Investor Warrants and Institution Warrants
(each as defined in "Risk Factors--Control by Certain Stockholders");
(iii) 166,666 shares of Common Stock reserved for issuance upon exercise
of the New Bank Warrants (as defined in "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity
and Capital Resources"); and (iv) 830,000 shares of Common Stock reserved
for issuance upon exercise of options which have been granted under the
1996 Stock Incentive Plan (the "1996 Plan"), subject to and conditioned
upon stockholder approval of the 1996 Plan at the Company's 1996 annual
meeting of stockholders, scheduled for October 31, 1996. See
"Management--Stock Option Plans," "Business--Historical Developments"
and Notes 7 and 8 to Notes to Consolidated Financial Statements.
4
SUMMARY FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Six Months
Ended June 30, Year Ended December 31,
----------------------------- ------------------------------------------------------------
(unaudited)
1996 1995 1995 1994 1993 1992 1991
---------- --------------- ---------- ---------- ---------- ---------- ---------
Statement of Operations Data:(1)
Revenues .......................... $24,483 $25,123 $50,075 $51,402 $53,500 $56,173 $59,042
Cost of sales (exclusive of
depreciation expense) ............ (12,809) (12,563) (26,262) (24,885) (26,916) (29,560) (32,152)
Gross profit ...................... 11,674 12,560 23,813 26,517 26,584 26,613 26,890
Selling, general and administrative
expenses ......................... (6,844) (7,760) (16,668) (15,051) (17,837) (17,287) (18,157)
Depreciation and amortization ..... (5,432) (5,095) (10,390) (9,736) (8,919) (8,139) (8,034)
Income (loss) before cumulative
effect of change in accounting
principle and extraordinary item . (736) (640) (3,674) 404 (55) (3,795) (73,066)
Net income (loss) ................. (736) 1,837 (1,197) 404 (55) 19,392 (73,066)
Income (loss) per common share
before cumulative effect of change
in accounting principle and
extraordinary item ............... (0.17) (0.14) (0.82) 0.11 (0.02) (3.04) (372.10)
Net income (loss) per common
share(2) ......................... (0.17) 0.41 (0.27) 0.11 (0.02) 15.54 (372.10)
Weighted average shares outstanding 4,459 4,459 4,459 3,580 2,944 1,250 196
At June 30, 1996
-----------------------------
(unaudited)
Actual As Adjusted(3)
Balance Sheet Data:
Working capital ................... $(6,176) $4,456
Total assets ...................... 76,601 87,233
Long-term debt, net of current
maturities ....................... 3,668 3,668
Shareholders' equity .............. 46,936 57,568
- ------
(1) Results of operations vary significantly among the years due to several
reorganizations and a recapitalization of the Company. Net loss for 1995
reflects the effect of a non-recurring charge of $2,074,000 recorded in
the fourth quarter of 1995 and the cumulative effect of a change in the
method of accounting for non-refundable payments received from customers
for company-owned systems resulting in a net credit after tax of
$2,477,000. See Notes 3 and 4 to Notes to Consolidated Financial
Statements for further explanations. Net income for 1992 reflects the
effect of an extraordinary gain, net of tax of $23,187,000, resulting
from the restructuring of debt that occurred in August 1992. Net income
for 1991 includes a non-recurring charge of $70,412,000 for the writedown
of subscriber contracts, goodwill, fixed assets and other items resulting
from management's assessment of the adequacy of the carrying values of
such assets and other non-recurring expenses.
(2) The net income (loss) per common share data has been adjusted to give
effect to the one-for-fourteen reverse stock split of the Common Stock on
March 27, 1995.
(3) Adjusted to reflect the sale of 1,100,000 shares of Common Stock offered by
the Company hereby at the offering price set forth on the cover page of this
Prospectus (after deducting underwriting discounts and commissions and
estimated offering expenses) and the application of the estimated net
proceeds therefrom. See "Use of Proceeds" and "Capitalization."
5
RISK FACTORS
This Prospectus contains certain forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of
1934. Actual results could differ materially from those projected in the
forward-looking statements as a result of certain uncertainties set forth
below and elsewhere in this Prospectus. An investment in the shares of Common
Stock offered hereby involves a high degree of risk. Prospective investors
should carefully consider the following risk factors, in addition to the
other information set forth in this Prospectus, in connection with an
investment in the shares of Common Stock offered hereby.
RECENT NET LOSSES AND ACCUMULATED DEFICIT
The Company incurred a net loss of $1,197,000 in 1995. This loss reflects
the effect of a non-recurring charge of $2,074,000 and the cumulative effect
of the change in the method of accounting for non-refundable payments
received from customers for company-owned systems resulting in a net credit
after tax of $2,477,000. The Company had net income of $404,000 in 1994 and
net loss of $55,000 in 1993. At December 31, 1995, the Company had an
accumulated deficit of $70,188,000, up from $68,991,000 at December 31, 1994,
and a working capital deficit of $5,246,000 up from $1,818,000 at December
31, 1994. Although the Company has experienced a decline in revenues in
recent years, the percentage rate of decline in revenues over the past three
years has been reduced. For a further discussion of the effect of the
non-recurring charge and the cumulative effect of the change in the method of
accounting for non-refundable payments, see Notes 3 and 4 to Notes to the
Consolidated Financial Statements. See "Risk Factors -- Customer Cancellation
Rates" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
GEOGRAPHIC CONCENTRATION
The Company's existing subscriber base is geographically concentrated in
New York, New Jersey and Pennsylvania. Accordingly, the performance of the
Company may be adversely affected by regional or local economic conditions.
The Company may from time to time make acquisitions in regions outside of
its current operating area. The acquisition of companies in other regions, or
in metropolitan areas in which the Company does not currently have
subscribers, requires an investment by the Company. In order for the Company
to expand successfully into a new area, the Company must acquire companies
with a sufficient number and density of subscriber accounts in such area to
support the investment. There can be no assurance that the Company will find
such opportunities or that an expansion into new geographic areas will
generate operating profits.
RISK RELATED TO GROWTH THROUGH ACQUISITIONS
One of the Company's primary strategies is to increase its revenues and
the markets it serves through the acquisition of other companies in the
electronic security services industry and portfolios of alarm monitoring
accounts. There can be no assurance that the Company will be able to acquire
or profitably manage suitable acquisition candidates or successfully
integrate such businesses into its operations without substantial costs,
delays or other problems. In addition, there can be no assurance that any
businesses acquired will be profitable at the time of their acquisition or
will achieve sales and profitability that justify the investment therein or
that the Company will be able to realize expected operating and economic
efficiencies following such acquisitions. Acquisitions may involve a number
of special risks, including adverse effects on the Company's reported
operating results, diversion of management's attention, increased burdens on
the Company's management resources and financial controls, dependence on
retention and hiring of key personnel, risks associated with unanticipated
problems or legal liabilities, and amortization of acquired intangible
assets, some or all of which could have a material adverse effect on the
Company's operations and financial performance. See "Use of Proceeds" and
"Business -- Business Strategy."
CUSTOMER CANCELLATION RATES
The Company is heavily dependent on its recurring monitoring and service
revenues. Given the relatively fixed nature of monitoring and service
expenses, increases and decreases in monitoring and service revenues have a
significant impact on the Company's profitability. Substantially all of the
Company's monitoring and ser-
6
vice revenues are derived from recurring charges to subscribers for the
provision of various services. Although no single subscriber represents more
than one-half of one percent of the Company's recurring revenue base, the
Company is vulnerable to subscribers cancelling their contracts. In recent
years, lost recurring revenues from such cancellations have exceeded the new
recurring revenues added by the Company's sales efforts. However, the
Company's cancellation rate (as defined in detail below), representing lost
recurring revenues from cancellations as a percentage of gross recurring
revenues, decreased significantly from 15.2% in 1991 to 10.9% in 1995.
Although the Company's rate of subscriber cancellations has been
substantially reduced since 1991, there can be no assurance that this rate
may not increase in the future for a variety of reasons associated with
general economic conditions, market competition and the level of customer
satisfaction with the Company's services. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
As described herein, the "cancellation rate" means the gross recurring
revenues lost through cancellation in a given period; less those recurring
revenues derived from subscribers who cancel their service with the Company
in order to move and then contract for the Company's services at their new
premises; and less those recurring revenues derived from new subscribers who
occupy a vacant premises where the Company has an existing company-owned
system and who contract for the Company's services using that equipment;
divided by the gross recurring revenues in force at the beginning of the
period, annualized and expressed as a percentage.
COMPETITION
The electronic security services industry is highly competitive and
fragmented. The Company competes with national and regional companies, as
well as smaller local companies, in all of its operations. Furthermore, new
competitors are continuing to enter the industry and the Company may
encounter additional competition from such future industry entrants. Subject
to regulatory compliance, certain companies engaged in the telephone and
cable business are competing in the electronic security services industry and
other such companies may, in the future, enter the industry. Certain of the
Company's current competitors have, and new competitors may have,
substantially greater financial resources than the Company. See "Business --
Competition."
SIGNIFICANT OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS
The Company believes that at September 24, 1996, seven U.S. insurance
companies and other institutions (the "Institutions") owned approximately 35%
(37% including warrants to purchase an aggregate of 193,150 shares of Common
Stock at $10.68 per share (the "Institution Warrants") of the Company's
outstanding shares of Common Stock. Following this offering, the Institutions
will own approximately 28% (30% including the Institution Warrants) of the
Company's outstanding shares of Common Stock. Pursuant to the Exchange
Agreement, dated as of December 18, 1991, which agreement was amended as of
January 31, 1992, May 24, 1992 and June 30, 1992 (the "Exchange Agreement"),
between the Institutions and the Company, the Institutions will be entitled
to nominate two directors (the "Institution-Nominees") to the Board based on
their ownership of Common Stock upon consummation of this offering. At
September 24, 1996, HP Partners L.P., a Delaware limited partnership (the
"Investor"), owned approximately 33% (42% including warrants to purchase
685,714 shares of Common Stock at an exercise price of $4.58 per share (the
"Investor Warrants") of the Company's outstanding shares of Common Stock.
Following this offering, the Investor will own approximately 27% (35%
including the Investor Warrants) of the Company's outstanding shares of
Common Stock. Pursuant to the Investment Agreement dated as of June 29, 1994
between the Investor and the Company (the "Investment Agreement"), the number
of directors the Investor is entitled to nominate to the Board (the
"Investor-Nominees") upon consummation of this offering will be reduced from
four to three directors. Following the offering, the size of the Board will
remain at nine members. The Company anticipates that the Investor will cause
one of the Investor-Nominees to resign from the Board upon consummation of
this offering. However, as of today's date, the Company does not know which
Investor-Nominee will resign and has no immediate plans to fill the
anticipated vacant seat on the Board created by such resignation. As of a
result of these separate agreements with the Company, the
Institution-Nominees and the Investor-Nominees constitute a majority of the
Company's directors and are therefore in a position to control the Company.
See "Business -- Historical Developments."
LIABILITY FOR EMPLOYEE ACTS AND DEFECTIVE EQUIPMENT
The nature of the security services provided by the Company potentially
exposes it to greater risk of liability claims for employee acts or omissions
or system failure than may be inherent in many other service busi-
7
nesses. Although (i) substantially all of the Company's customers have
subscriber agreements which contain provisions for limited liability and
predetermined liquidated damages and (ii) the Company carries insurance which
it believes provides adequate coverage for businesses of the Company's type,
there can be no assurance that such existing arrangements will prevent the
Company from being adversely affected as a result of damages arising from the
acts of its employees, defective equipment or because some jurisdictions
prohibit or restrict limitations on liabilities and liquidated damages. In
addition, certain of the Company's insurance policies and the laws of some
states may limit or prohibit insurance coverage for punitive damages and for
certain other kinds of damages arising from employee misconduct. See
"Business -- Risk Management."
POSSIBLE ADVERSE EFFECTS OF GOVERNMENT REGULATIONS
The Company's operations are subject to a variety of federal, state,
county and municipal laws, regulations and licensing requirements. Many of
the states in which Holmes operates, as well as certain local authorities,
require Holmes to obtain licenses or permits to conduct a security alarm
services business. Certain governmental entities also require persons engaged
in the security alarm services business to be licensed and to meet certain
standards in the selection and training of employees and in the conduct of
business. The loss of such licenses, or the imposition of conditions on the
granting or retention of such licenses, could have a material adverse effect
on the Company. The Company believes that it holds the required licenses and
is in substantial compliance with all licensing and regulatory requirements
in each jurisdiction in which it operates. See "Business -- Regulation."
DEPENDENCE UPON SENIOR MANAGEMENT
The success of the Company's business is dependent upon the active
participation of the executive officers of the Company, most of whom have
only recently been employed by the Company. In the event that the services of
certain of such officers are lost for any reason, the Company's business may
be materially and adversely affected. See "Management -- Directors and
Executive Officers of the Company."
POSSIBLE ANTI-TAKEOVER EFFECTS OF DELAWARE LAW
The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. In general, Section 203 prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person becomes an interested stockholder, unless the
business combination is approved in a prescribed manner or unless the
interested stockholder acquires at least 85% of the corporation's voting
stock (excluding shares held by certain designated stockholders) in the
transaction in which it becomes an interested stockholder. A "business
combination" includes mergers, asset sales, and other transactions resulting
in a financial benefit to the interested stockholder. Subject to certain
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within the previous three years did own,
15% or more of the corporation's voting stock. This provision of the Delaware
law could delay and make more difficult a business combination even if the
business combination could be beneficial, in the short term, to the interests
of the stockholders. This provision of the Delaware law could also limit the
price certain investors might be willing to pay in the future for shares of
Common Stock.
CLASSIFIED BOARD OF DIRECTORS; NO STOCKHOLDER ACTION BY WRITTEN CONSENT;
SUPERMAJORITY VOTING
Certain provisions of the Restated Certificate of Incorporation could have
an anti-takeover effect by making it more difficult to acquire the Company by
means of (i) a tender offer, a proxy contest or otherwise and (ii) the
removal of incumbent officers and directors. These provisions are expected to
discourage certain types of coercive takeover practices and inadequate
takeover bids and to encourage persons seeking to acquire control of the
Company to negotiate first with the Company. However, these provisions could
also delay, deter or prevent a tender offer or takeover attempt that a
stockholder might consider in its best interest, including those attempts
that might result in a premium over the market price for the shares held by
the Company's stockholders.
The Company's Restated Certificate of Incorporation and By-Laws provide
for the division of the Board into three classes of directors serving
staggered three-year terms. The By-Laws provide that the size of the Board
8
shall be nine, provided that the Board, by vote of three-quarters of the
directors then in office, may increase or decrease the number of directors in
any class. The classified board provision may prevent any party who acquires
control of a majority of the outstanding voting stock of the Company from
obtaining control of the Board until the second annual stockholders meeting
following the date the acquiror obtains the controlling interest. See
"Business -- Historical Developments/The 1994 Investment Agreement" and "--
Historical Developments/The 1992 Restructuring" for a description of certain
arrangements relating to the size and composition of the Board.
The Restated Certificate of Incorporation of the Company also provides
that stockholder action can be taken only at an annual or special meeting of
stockholders and cannot be taken by written consent in lieu of meeting.
Additionally, the Restated Certificate of Incorporation requires an
affirmative vote of three-quarters of the Company's voting power (unless
three-quarters of the total number of directors then in office shall have
approved the amendment) to amend the provisions of the Restated Certificate
of Incorporation with respect to the number and classification of the Board,
stockholder action without written consent, director liability,
indemnification and amendments to the Restated Certificate of Incorporation.
See "Business -- Historical Developments/Other Certificate of Incorporation
and By-Law Provisions."
POSSIBLE ADVERSE EFFECT OF "FALSE ALARMS" ORDINANCES
According to certain data concerning the residential security alarm market
prepared in 1995 by J.P. Freeman & Co. (the "Freeman Data"), approximately
97% of alarm activations that result in the dispatch of police or fire
department personnel are not emergencies, and thus are "false alarms."
Significant concern has arisen in certain municipalities about this high
incidence of false alarms. This concern could cause a decrease in the
likelihood or timeliness of police response to alarm activations and thereby
decrease the propensity of consumers to purchase or maintain alarm monitoring
services.
A number of local governmental authorities have considered or adopted
various measures aimed at reducing the number of false alarms. Such measures
include (i) subjecting alarm monitoring companies to fines or penalties for
transmitting false alarms, (ii) licensing individual alarm systems and the
revocation of such licenses following a specified number of false alarms,
(iii) imposing fines on alarm subscribers for false alarms, (iv) imposing
limitations on the number of times the police will respond to alarms at a
particular location after a specified number of false alarms and (v)
requiring further verification of an alarm signal before the police will
respond. Enactment of such measures could adversely affect the Company's
future business and operations.
POSSIBLE VOLATILITY OF STOCK PRICE
The stock market has from time to time experienced extreme price and
volume fluctuations that have been unrelated to the operating performance of
particular companies. The market price of the Company's Common Stock may be
significantly affected by quarterly variations in the Company's operating
results, changes in financial estimates by securities analysts or failure by
the Company to meet such estimates, litigation involving the Company, general
trends in the security alarm industry, actions by governmental agencies,
national economic and stock market conditions, industry reports and other
factors, many of which are beyond the control of the Company. See "Price
Range of Common Stock and Dividend Policy."
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS
Upon completion of this offering, the Company will have 5,663,062 shares
of Common Stock outstanding (5,828,062 shares if the Underwriters'
over-allotment option is exercised in full). In addition, 878,864 shares of
Common Stock are reserved for issuance upon the exercise of outstanding
Investor Warrants and Institution Warrants, 166,666 shares of Common Stock
are reserved for issuance upon exercise of outstanding New Bank Warrants (as
hereinafter defined in "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources"),
223,275 shares of Common Stock are reserved for issuance upon exercise of
outstanding options and 830,000 shares of Common Stock are reserved for
issuance upon exercise of options which have been granted under the 1996
Plan, subject to and conditioned upon stockholder approval of the 1996 Plan
at the Company's annual meeting of stockholders, scheduled for October 31,
1996. Substantially all of the shares of Common Stock outstanding following
this offering will be freely tradeable, except for (i) any such shares held
at any time by an "affiliate" of the Company, as such term is defined under
9
Rule 144 promulgated under the Securities Act ("Rule 144"), (ii) certain
shares subject to the Registration Rights Agreements described below and
(iii) shares subject to the "lockup agreements" described below. The
possibility that substantial amounts of Common Stock may be sold in the
public market could have a material adverse effect on prevailing market
prices of the Common Stock and could impair the Company's ability to raise
capital or make acquisitions through the sale of its equity securities. The
Company, its officers and directors and certain of its principal stockholders
(who beneficially hold in the aggregate 4,031,495 shares of Common Stock,
including shares of Common Stock issuable upon exercise of outstanding
options and warrants beneficially owned by them), have agreed not to sell,
offer to sell, issue, distribute or otherwise dispose of any shares of Common
Stock of the Company for a period of 90 days from the date of this Prospectus
(subject, in the case of the Company, to certain limited exceptions), without
the prior written consent of the Representative (as hereinafter defined in
"Underwriting"). See "Shares Eligible for Future Sale" and "Underwriting."
Pursuant to the terms of their Registration Rights Agreements (as
hereinafter defined in "Business -- Historical Developments"), the Investor
and each Institution have been granted certain registration rights with
respect to their shares of Common Stock presently held or shares of Common
Stock issuable upon exercise of their warrants. In connection with this
offering, the Investor and each Institution have waived their respective
registration rights for a period of 180 days from the date of this
Prospectus. In the future, however, the Company may experience added costs
and complexity in the event such registration rights are exercised. In
addition, the exercise of such rights could have an adverse effect on the
market price of the Common Stock. See "Business -- Historical Developments."
10
USE OF PROCEEDS
The net proceeds to the Company from the sale of shares of Common Stock
offered hereby after deducting the underwriting discounts and commissions and
estimated offering expenses payable by the Company, are estimated to be
$10,632,000 ($12,301,800 if the Underwriters' over-allotment option is exercised
in full), based upon the public offering price set forth on the cover page of
this Prospectus.
The Company currently intends to use the net proceeds from the sale of the
Common Stock offered hereby to pursue its business strategy, as follows:
Percentage
of Net
Proceeds
--------------
Funding Strategic Acquisitions ................ 45%
Establishing a National Accounts Program ...... 25%
Expanding Dealer Operations ................... 15%
Increasing Sales and Marketing Efforts ........ 10%
Expanding Security Services Product Offerings . 5%
--------------
100%
==============
The Company has entered into a letter of intent to purchase the assets of
a Texas-based alarm company (the "Texas Company"). The consideration to be
paid by the Company with respect to this acquisition is expected to consist
of cash received from the proceeds of this offering. The acquisition of the
Texas Company is subject to the negotiation and execution of definitive
agreements with the Texas Company and there can be no assurance that this
purchase will be consummated. The proposed acquisition would not be deemed
significant under applicable accounting rules and, accordingly, would not
require separate financial statements to be included in this Prospectus.
The Company is actively exploring other acquisition opportunities and has
had discussions with a number of acquisition candidates. Except as discussed
above, the Company has not entered into any other contracts, understandings
or arrangements for any acquisition. Any decision to make an acquisition will
be based upon a variety of factors, including the purchase price and other
financial terms of the transaction, the business prospects and competitive
position of and services provided by the acquisition candidate and the extent
to which any such acquisition would enhance the Company's future prospects.
In addition, bank approval is necessary for certain acquisitions in
accordance with the Company's Credit Facility (as hereinafter defined in
"Management's Discussion and Analysis of Financial Condition and Results of
Operation -- Liquidity and Capital Resources"). See "Risk Factors -- Risk
Related to Growth Through Acquisitions," "Management's Discussion and
Analysis of Financial Condition and Results of Operation" and "Business --
Business Strategy."
The foregoing represents the Company's best estimate of its allocation of
the estimated net proceeds from the sale of shares of Common Stock offered
hereby and is subject to a reapportionment of proceeds among the categories
listed above or to new categories in response to, among other things, changes
in the Company's business plans, industry conditions and future revenues and
expenditures. The amount and timing of expenditures will vary depending on a
number of factors, including changes in the Company's contemplated operations
or business plan and changes in economic and industry conditions.
Pending the application of such proceeds, the Company intends to invest
the net proceeds of this offering in government securities and
investment-grade, short-term interest-bearing securities.
11
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock began trading on the Nasdaq National Market on September
23, 1996 under the symbol "HLMS." From March 27, 1995 to September 20, 1996,
the Common Stock traded on the Nasdaq SmallCap Market and prior thereto, the
Common Stock traded on the London Stock Exchange through March 24, 1995. The
following table sets forth, as applicable for the periods indicated, the
range of the high and low mid-market closing prices for the Common Stock as
reported by the London Stock Exchange and the range of high and low sale
prices as reported by the Nasdaq SmallCap Market. The prices set forth below
have been adjusted to give effect to the one-for-fourteen reverse stock split
of the Common Stock effected on March 27, 1995.
U.S. Dollars* British Pounds
------------------ ------------------
High Low High Low
------- ------- ------- -------
1994
pounds pounds
sterling sterling
First Quarter .................. $ 7.70 $6.72 5.18 4.48
Second Quarter ................. 6.86 3.78 4.48 2.52
Third Quarter .................. 6.58 5.46 4.20 3.50
Fourth Quarter ................. 6.30 4.90 3.92 3.08
1995
First Quarter (on London Stock pounds pounds
Exchange through March 24, sterling sterling
1995) ........................ $ 6.25 $5.81 3.92 3.64
First Quarter (on the Nasdaq
SmallCap Market effective
March 27, 1995) .............. 6.25 6.25 -- --
Second Quarter ................. 7.25 5.50 -- --
Third Quarter .................. 9.25 4.25 -- --
Fourth Quarter ................. 6.50 3.75 -- --
1996
First Quarter .................. $ 9.00 $4.38 -- --
Second Quarter ................. 9.25 7.75 -- --
Third Quarter (through September
20, 1996) .................... 11.50 9.00 -- --
- ------
* For purposes of this table, historical pound/dollar exchange rates have
been used based on the average of the rates at the end of each month during
each quarterly period.
On September 24, 1996 the last reported sales price for the Company's
Common Stock on the Nasdaq National Market was $10.50 per share. At September
19, 1996, the Company had approximately 769 stockholders of record.
The Company has not paid cash dividends on the Common Stock since 1989 and
does not anticipate paying such dividends in the foreseeable future. The
Company currently intends to retain any future earnings for use in the
Company's business. The payment of any future dividends will be determined by
the Board in light of the conditions then existing, including the Company's
financial condition and requirements, future prospects, restrictions in
financing agreements, business conditions and other factors deemed relevant
by the Board. In addition, the Company is subject to certain restrictions
regarding the payment of cash dividends and the making of other distributions
in respect of the Common Stock pursuant to the Credit Facility (as
hereinafter defined in "Management's Discussion and Analysis of Financial
Condition and Results of Operation -- Liquidity and Capital Resources") and
any other new financing arrangements.
12
CAPITALIZATION
The following table sets forth the actual capitalization of the Company as
of June 30, 1996 and as adjusted to give effect to the sale of the 1,100,000
shares of Common Stock offered by the Company hereby at the public offering
price set forth on the cover page of this Prospectus (after deducting
underwriting discounts and commissions and estimated offering expenses) and the
application of the estimated net proceeds of $10,632,000 therefrom. See "Use of
Proceeds." This table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and notes thereto included elsewhere in this
Prospectus.
At June 30, 1996
---------------------------
(unaudited)
Actual As Adjusted
---------- -------------
(in thousands)
Short-term obligations:
Existing term note ......................................... $ 2,250 $ 2,250
Capital lease obligations .................................. 184 184
Other debt ................................................. 34 34
---------- -------------
Total short-term obligations ............................. $ 2,468 $ 2,468
========== =============
Long-term obligations:
Existing term note ......................................... $ 2,813 $ 2,813
Capital lease obligations .................................. 731 731
Other debt ................................................. 124 124
---------- -------------
Total long-term obligations ............................. $ 3,668 $ 3,668
========== =============
Shareholders' equity:
Preferred Stock, $1.00 par value; 1,000,000 shares
authorized;
none issued and outstanding .............................. $ -- $ --
Common Stock, $.01 par value; 12,000,000 shares authorized;
4,466,399 shares issued and outstanding (5,566,399 as
adjusted) (1) ............................................ 45 56
Additional paid-in capital ................................. 120,763 131,384
Accumulated deficit ........................................ (70,924) (70,924)
Minimum pension liability adjustment ....................... (2,863) (2,863)
Less: treasury stock (7,142 shares) ........................ (85) (85)
---------- -------------
Total shareholders' equity .............................. $ 46,936 $ 57,568
========== =============
- ------
(1) Excludes (i) 57,846 and 165,429 shares of Common Stock reserved for
issuance upon exercise of outstanding options under the Executives Plan
and the Directors Plan, respectively; (ii) 878,864 shares of Common Stock
reserved for issuance upon exercise of the Investor Warrants and
Institution Warrants (each as defined in "Risk Factors -- Control by
Certain Stockholders"); (iii) 166,666 shares of Common Stock reserved for
issuance upon exercise of the New Bank Warrants; and (iv) 830,000 shares
of Common Stock reserved for issuance upon exercise of options which have
been granted under the 1996 Plan, subject to and conditioned upon
stockholder approval of the 1996 Plan at the Company's 1996 annual
meeting of stockholders, scheduled for October 31, 1996. See "Management
-- Stock Option Plans," "Business -- Historical Developments" and Notes 7
and 8 to Notes to Consolidated Financial Statements.
13
SELECTED FINANCIAL DATA
The following selected financial data for the years ended December 31,
1991, 1992, 1993, 1994 and 1995 were derived from financial statements of the
Company which have been audited by Arthur Andersen LLP, independent certified
public accountants. The unaudited balance sheet data as of June 30, 1996 and
the unaudited statement of operations data for the six months ended June 30,
1995 and June 30, 1996 have been prepared on the same basis as the audited
financial statements and in the opinion of management, include all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the information set forth herein. Results for the six months
ended June 30, 1996 are not necessarily indicative of the results to be
expected for the year ending December 31, 1996. The data should be read in
conjunction with the financial statements, related notes and the other
financial information included elsewhere herein.
Six Months Ended
June 30, Year Ended December 31,
------------------------ ---------------------------------------------------------------
(unaudited)
1996 1995 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- ----------
(in thousands, except per share amounts)
Statement of Operations
Data:(1)
Revenues ................... $24,483 $25,123 $50,075 $51,402 $53,500 $56,173 $59,042
Cost of sales (exclusive of
depreciation expense) ..... (12,809) (12,563) (26,262) (24,885) (26,916) (29,560) (32,152)
Gross profit ............... 11,674 12,560 23,813 26,517 26,584 26,613 26,890
Selling, general and
administrative expenses ... (6,844) (7,760) (16,668) (15,051) (17,837) (17,287) (18,157)
Depreciation and
amortization .............. (5,432) (5,095) (10,390) (9,736) (8,919) (8,139) (8,034)
Income (loss) before income
taxes and cumulative effect
of change in
accounting principle ...... (909) (673) (5,793) 982 145 3,803 (77,461)
Income (loss) before
cumulative effect of change
in accounting principle and
extraordinary item ........ (736) (640) (3,674) 404 (55) (3,795) (73,066)
Cumulative effect of change
in
accounting principle ...... -- 2,477 2,477 -- -- -- --
Extraordinary item ......... -- -- -- -- -- 23,187 --
Net income (loss) .......... (736) 1,837 (1,197) 404 (55) 19,392 (73,066)
Income (loss) per common
share before cumulative
effect of change in
accounting principle and
extraordinary item ........ (0.17) (0.41) (0.82) 0.11 (0.02) (3.04) (372.10)
Net income (loss) per common
share(2) .................. (0.17) .41 (0.27) 0.11 (0.02) 15.54 (372.10)
Weighted average shares
outstanding ............... 4,459 4,459 4,459 3,580 2,944 1,250 196
Six Months Ended
June 30, Year Ended December 31,
-------------------- -------------------------------------------------------
(unaudited)
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- --------- -------- --------- --------
(in thousands)
Other Data:
EBITDA (3) ................... $4,841 $4,787 $7,392 $11,659 $9,649 $12,312 $9,217
Interest expense ............. 318 365 721 941 585 370 8,232
Capital expenditures ......... 4,296 3,440 7,494 7,361 7,883 7,074 6,423
Net cash provided by operating
activities .................. 4,523 3,035 6,144 6,164 2,335 1,797 3,618
At June 30, At December 31,
---------------------- ----------------------------------------------------------------
(unaudited)
1996 1995 1995 1994 1993 1992 1991
---------- -------- ---------- ---------- ---------- ---------- -----------
(in thousands)
Balance Sheet Data:
Working capital .............. $(6,176) $ 242 $(5,246) $(1,818) $(9,107) $(8,307) $(73,158)
Total assets ................. 76,601 82,115 81,629 87,148 84,078 83,450 87,862
Long-term debt, net of current
maturities .................. 3,668 5,732 4,862 6,709 5,995 435 851
Shareholders' equity ......... 49,936 50,257 47,672 48,420 39,319 38,006 (22,142)
- ------
(1) Results of operations vary significantly among the years due to several
reorganizations and a recapitalization of the Company. Net loss for 1995
reflects the effect of a non-recurring charge of $2,074,000 recorded in
14
the fourth quarter of 1995 and the cumulative effect of a change in the
method of accounting for non-refundable payments received from customers
for company-owned systems resulting in a net credit after tax of
$2,477,000. See Notes 3 and 4 to Notes to Consolidated Financial
Statements for further explanations. Net income for 1992 reflects the
effect of an extraordinary gain, net of tax of $23,187,000, resulting
from the restructuring of debt that occurred in August 1992. Net income
for 1991 includes a non-recurring charge of $70,412,000 for the writedown
of subscriber contracts, goodwill, fixed assets and other items resulting
from management's assessment of the adequacy of the carrying values of
such assets and other non-recurring expenses.
(2) The net income (loss) per common share data has been adjusted to give
effect to the one-for-fourteen reverse stock split of the Common Stock
effected on March 27, 1995.
(3) EBITDA means earnings before interest, taxes, depreciation and
amortization and is presented because it is an accepted and useful
financial indicator of a company's ability to service and incur debt.
EBITDA should not be considered (i) as an alternative to net income or
any other GAAP measure of performance, (ii) as an indicator of operating
performance or cash flows generated by operating, investing or financing
activities or (iii) as a measure of liquidity. EBITDA for 1995 does not
reflect the cumulative effect of a change in accounting principle of
$2,477,000 or a non-recurring charge of $2,074,000. EBITDA for 1992 does
not reflect an extraordinary gain of $23,187,000. EBITDA for 1991 does
not reflect a non-recurring charge of $70,412,000.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Six Months
Ended June 30, Year Ended December 31,
------------------------ -------------------------------------
(unaudited)
(in thousands)
1996 1995 1995 1994 1993
---------- ---------- ---------- ---------- ----------
Monitoring and service ...................... $ 18,012 $ 18,975 $ 37,912 $ 39,747 $ 41,004
Installation ................................ 4,482 4,267 8,155 8,425 9,141
Franchise royalties, product sales and other 1,989 1,881 4,008 3,230 3,355
---------- ---------- ---------- ---------- ----------
Total revenues .............................. 24,483 25,123 50,075 51,402 53,500
Cost of sales (exclusive of depreciation
expense shown below) ....................... (12,809) (12,563) (26,262) (24,885) (26,916)
---------- ---------- ---------- ---------- ----------
Gross profit ................................ 11,674 12,560 23,813 26,517 26,584
Selling, general and administrative expenses (6,844) (7,760) (16,668) (15,051) (17,837)
Depreciation and amortization ............... (5,432) (5,095) (10,390) (9,736) (8,919)
Non-recurring charge ........................ -- -- (2,074) -- --
Other income (expense) ...................... 11 (13) 247 193 902
Interest expense, net ....................... (318) (365) (721) (941) (585)
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes and
cumulative effect of change in accounting
principle .................................. (909) (673) (5,793) 982 145
Provision (benefit) for income taxes ........ (173) (33) (2,119) 578 200
---------- ---------- ---------- ---------- ----------
Income (loss) before cumulative effect of
change in accounting principle ............. (736) (640) (3,674) 404 (55)
Cumulative effect of change in accounting
principle, net of tax of $1,942 ............ -- 2,477 2,477 -- --
---------- ---------- ---------- ---------- ----------
Net income (loss) ........................... $ (736) $ 1,837 $ (1,197) $ 404 $ (55)
========== ========== ========== ========== ==========
OVERVIEW
The majority of the Company's revenues is derived from a combination of
(i) recurring payments received from subscribers for providing monitoring,
service and equipment relating to electronic security systems, primarily
under renewable contracts which generally have an initial five-year term,
(ii) non-refundable charges received in connection with the installation of
company-owned systems in subscribers' premises, (iii) direct sales of
electronic security systems and (iv) billable service charges, primarily from
subscribers who own their systems outright. The remainder of the Company's
revenues is derived from its insured parcel delivery service for the jewelry
trade, jewelry vault rentals and royalties and product sales relating to its
franchise and dealer operations.
Recurring revenues are payable monthly, quarterly or annually in advance
and are recognized as service is provided. Effective January 1, 1995, the
Company changed its method of accounting for installation revenues with
respect to the recording of non-refundable payments received from customers
upon the completion of the installation of company-owned systems. The
cumulative net effect of this change was to increase net income by $2.5
million in 1995. However, excluding the cumulative effect, this change
resulted in an increase in net loss of $.4 million in 1995. Prior to this
change, the Company deferred the difference between these payments and
estimated selling costs and amortized such difference over the life of the
non-cancelable subscriber contracts (generally five years). The Company
believes that, on an ongoing basis, this change will not have a significant
effect on net income. In addition, the Company further believes that
recognizing revenues upon completion of the installation results in a better
matching of revenues and expenses, better reflects the actual level of new
business activity and conforms with the dominant practice being followed by
the electronic security services industry. See Note 3 to Notes to
Consolidated Financial Statements.
16
Direct installation costs of company-owned systems, which include
materials, labor and installation overhead, are capitalized and depreciated
over the average useful life of subscriber contracts (including renewals),
estimated by the Company to be twelve years. Other than direct installation
costs of company-owned systems, all costs are recognized in the period in
which they are incurred.
SIX MONTHS ENDED 1996 COMPARED WITH SIX MONTHS ENDED 1995
Revenues declined $.6 million (2.6%) in the six months ended June 30, 1996
to $24.5 million from $25.1 million in the six months ended June 30, 1995.
The decline was attributable to reductions in revenues of $1.0 million from
the Company's monitoring and service operations relating to the cancellation
of annual recurring revenues in excess of new sales. The annualized
subscriber cancellation rate was 11.8% in the six months ended June 30, 1995
compared to 11.7% in the six months ended June 30, 1995. The annual recurring
revenue base declined from $36.5 million at June 30, 1995 to $34.3 million at
June 30, 1996. The annual recurring revenue base was $35.5 million at
December 31, 1995. The decrease in recurring and service revenue was
partially offset by a $.4 million increase in installation revenue and other
revenues associated with the One Service business acquired on March 27, 1995.
Cost of sales increased $.2 million (2.0%) to $12.8 million for the six
months ended June 30, 1996 from $12.6 million for the comparable period of
1995, due primarily to the acquisition of the One Service business. Selling,
general and administrative expenses decreased by $1.0 million (11.8%) to $6.8
million for the six months ended June 30, 1996 compared to $7.8 million for
the same period of 1995, reflecting the reduced costs from staff reductions
initiated in the fourth quarter of 1995. Depreciation and amortization
expense increased $.3 million (6.6%) to $5.4 million for the six months ended
June 30, 1996 compared to $5.1 million for the six months ended June 30,
1995. This increase relates primarily to depreciation expense on additions of
Company-owned systems on subscribers premises.
Income (loss) from operations reflected a loss of $.6 million for the six
months ended June 30, 1996 compared to a loss of $.3 million for the same
period in 1995, primarily as a result of decreased revenue and increased
depreciation expense, offset by lower selling, general and administrative
expenses, as described above.
Income (loss) before cumulative effect of change in accounting principle
was a loss of $.7 million for the six months ended June 30, 1996 compared to
a loss of $.6 million for the six months ended June 30, 1995. The Company's
tax (benefit) expense in each period reflects the minimum capital tax accrual
plus a proportionate estimate of deferred federal and state income tax
(benefits) expenses that were based on the full year's forecasted pre-tax
income in accordance with generally accepted accounting principles.
FISCAL YEAR ENDED 1995 COMPARED WITH FISCAL YEAR ENDED 1994
Revenues declined $1.3 million (2.6%) to $50.1 million in 1995 from $51.4
million in 1994. A portion of the decline was attributable to a reduction in
revenues of $1.8 million from the Company's monitoring and service operations
relating to the cancellation of annual recurring revenues in excess of new
sales. Such annual recurring revenue base declined from $37.4 million at
December 31, 1994 to $35.5 million at December 31, 1995. In addition, reduced
revenues resulted from a decline in revenues of $.7 million from franchise
and dealer operations and $.7 million from the change in the method of
accounting for non-refundable installation fees on company-owned systems. The
decline in revenues was partially offset by revenues from the insured parcel
delivery service of $1.4 million, which business was acquired in March 1995.
In 1995, the franchise and dealer operations experienced the loss of several
franchisees and a reduction in related royalties and product sales. The
change in accounting policy regarding non-refundable installation fees, while
having a favorable cumulative effect on net income, resulted in lower
installation income recognition in 1995. The Company's cancellation rate
continued to improve from a high in 1991 of 15.2%, to 10.9% in 1995, which
was slightly better than the 11.1% cancellation rate in 1994. This
improvement reflects continued efforts to upgrade older accounts with new
systems and to provide high quality service to subscribers.
Cost of sales increased by $1.4 million (5.5%) to $26.3 million in 1995
from $24.9 million in 1994 primarily due to costs incurred in the operation
of the insured parcel delivery business.
17
Selling, general and administrative expenses increased by $1.6 million
(10.7%) to $16.7 million in 1995 from $15.1 million in 1994. The increase
relates in part to legal and professional fees incurred in connection with
the Outsourcing Agreement (as hereinafter defined in "Business -- Historical
Developments/The 1995 Outsourcing Agreement") and a significant prospective
acquisition which did not materialize. Increased selling expenses were
incurred in connection with new marketing efforts relating to the ProWatch
and LifeNet systems.
Depreciation and amortization expense increased $.7 million (6.7%) to
$10.4 million in 1995 from $9.7 million in 1994. The increase relates to
additional depreciation of installation costs relating to new company-owned
systems as well as those systems which have been upgraded.
Interest expense, net of interest income, declined by $.2 million (23.4%)
from $.9 million in 1994 to $.7 million in 1995 primarily due to an increase
in interest income on investments and a declining debt balance under the Loan
Agreement.
Non-recurring charges of $2.1 million in 1995 included $1.1 million
relating to (i) severance pay and related benefit costs in connection with
the selective reduction of approximately 70 employees in the Company's work
force, all of whom were terminated, notified or identified at December 31,
1995 and (ii) approximately $1.0 million relating to the write-off of
unamortized leasehold improvements and other assets in connection with the
Company's central station consolidation and the relocation of the Company's
corporate headquarters scheduled for late 1996. See Note 4 to Notes to
Consolidated Financial Statements.
In 1995, the Company changed its method of accounting for non-refundable
installation fees on company- owned systems. The cumulative net effect of
this change was to increase net income by $2.5 million in 1995. However,
excluding the cumulative effect, this change resulted in an increase in net
loss of $.4 million in 1995. The Company believes that, on an ongoing basis,
the effect on net income of this change will not be significant. See Note 3
to Notes to Consolidated Financial Statements.
The Company recorded a net loss in 1995 of $1.2 million compared to net
income of $.4 million in 1994. The net reduction in income of $1.6 million in
1995 is due to all the various changes described above.
FISCAL YEAR ENDED 1994 COMPARED WITH FISCAL YEAR ENDED 1993
Revenues declined $2.1 million (3.9%) to $51.4 million in 1994 from $53.5
million in 1993. The decline was primarily attributable to a reduction of
$1.3 million in monitoring and service revenues owing to the net loss of
recurring revenues from the base, despite the acquisition of $.7 million of
annual recurring revenues in the first quarter of 1994. The subscriber
cancellation rate was 11.1% in both 1994 and 1993. There was also a decline
of $.7 million in installation revenues from 1993 to 1994, mainly as a result
of the very severe weather in the first quarter of 1994 which adversely
impacted the Company's sales and installation activities. Finally, franchise
revenues declined $.1 million from 1993 and 1994, mainly as a result of lower
royalty payments and equipment purchases by franchisees caused by the
imposition of stricter credit controls by the Company.
Cost of sales decreased by $2.0 million (7.5%) to $24.9 million in 1994
from $26.9 million in 1993, thus improving the Company's gross margin from
49.7% to 51.6% of revenues. The decline in cost of sales resulted primarily
from a decline in monitoring and service costs of $1.9 million related to a
headcount reduction of 13, the refurbishment of older alarm systems and the
termination and renegotiation of certain real estate leases. Installation
costs also declined by $.4 million from 1993 to 1994 mainly as a result of
lower material usage related to the lower level of installation activity.
Franchise costs increased by $.4 million primarily owing to a change in the
equipment sales mix.
Selling, general and administrative expenses decreased $2.8 million
(15.6%) to $15.0 million in 1994 from $17.8 million in 1993. This decrease
was mainly as a result of lower selling costs related to the lower level of
sales activity in 1994, and reductions in general and administrative salary
costs and professional fees.
Depreciation and amortization expense increased $.8 million (9.2%) to $9.7
million in 1994 from $8.9 million in 1993. The increase is due to additional
depreciation of installation costs relating to new company-owned systems as
well as those refurbished. Amortization expense increased due to additional
amortization of two groups of acquired subscriber monitoring contracts.
18
Interest expense increased $.4 million (60.9%) to $.9 million in 1994 from
$.6 million in 1993. This increase was due to higher interest rates and
additional debt incurred for acquisitions of subscriber monitoring contracts
and to fund other liabilities, primarily consisting of prior years'
obligations including a portion of the pension fund and retroactive insurance
premium liabilities.
Net income increased by $.5 million to $.4 million in 1994 from a loss of
$.1 million in 1993. This increase was primarily due to the reduction in
costs exceeding the reduction in revenues described above, despite the fact
that the income tax provision increased from $.2 million in 1993 to $.6
million in 1994.
LIQUIDITY AND CAPITAL RESOURCES
SIX MONTHS ENDED 1996
Cash and cash equivalents increased by $.1 million from $.4 million on
January 1, 1996 to $.5 million on June 30, 1996. Net cash provided by
operating activities for the six months ended June 30, 1996 was $4.5 million,
offset by cash utilized by investing activities of $2.2 million and cash
utilized by financing activities (debt repayment) of $2.2 million.
Net cash provided by operating activities for the six months ended June
30, 1996 consisted primarily of $4.7 million in cash provided by sales of
electronic security services, adjusted by a decrease in accounts payable and
accrued expenses of $1.8 million, an increase in prepaid expenses and other
current assets of $.7 million, a decrease in accounts receivable of $1.1
million, and an increase of deferred revenue of $.3 million.
Net cash of $2.2 million used in investing activities for the six months
ended June 30, 1996 consisted primarily of $4.3 million of additions to
company-owned equipment on subscribers' premises and other fixed assets,
offset by a net reduction of $2.1 million from net maturities of short-term
investments.
Net cash used by financing activities of $2.2 million during this period
consisted primarily of principal repayments under the Loan Agreement (as
hereinafter defined) of $1.1 million and repayments of short-term borrowings
of $.9 million from a margin account which was secured against the value of
securities in the Company's short-term investment account.
FISCAL YEAR ENDED 1995
Cash and cash equivalents declined by $1.0 million from $1.4 million in
1994 to $.4 million in 1995. In 1995, net cash provided by operating
activities of $6.1 million was offset by $1.5 million of cash used by
financing activities and $5.6 million of cash used by investing activities.
Net cash provided by operating activities of $6.1 million in this period
principally consisted of cash provided by sales of electronic security
services, adjusted for non-cash charges for depreciation and amortization, an
increase in accounts receivable of $1.6 million, an increase in accounts
payable and accrued expenses of $2.3 million and a decrease in customer
deposits and other liabilities of $1.6 million. The excess of current
liabilities over current assets increased from $1.8 million in 1994 to $5.2
million in 1995 primarily as a result of a reduction in long-term debt,
additions to property, plant and equipment and establishment of the reserve
for severance and related benefit costs.
Net cash of $5.6 million used by investing activities in 1995 consisted of
$7.5 million of capital expenditures (primarily for installation of alarm
equipment on subscribers' premises), offset by a net reduction of $1.9
million from net maturities of short-term investments.
Net cash of $1.5 million used by financing activities during this period
consisted principally of repayments of amounts due under the Loan Agreement
and short-term borrowings under the Company's margin account. See Note 6 to
Notes to Consolidated Financial Statements.
FUTURE COMMITMENTS
Liquid assets available to the Company as of December 31, 1995 included
cash and cash equivalents of $.4 million. Additionally, the Company purchased
short-term U.S. government and federal agency securities during
19
the third quarter of 1994, of which $2.0 million remained available in a
short-term investment account at December 31, 1995 to provide for working
capital and other liabilities. The assets in the short-term investment
account provide collateral for borrowing under a Company margin account. At
December 31, 1995, $.9 million was outstanding under this margin account.
Liquid assets available to the Company as of June 30, 1996 included cash
and cash equivalents of $.5 million. During the six months ended June 30,
1996, the Company repaid the $.9 million outstanding under the margin account
and converted the remaining assets in the short-term investment account into
cash and cash equivalents.
In September 1993, the Company entered into an Amended and Restated Loan
Agreement with Fleet Bank, N.A. (formerly NatWest Bank N.A.) (the "Bank"),
dated September 30, 1993 (the "Loan Agreement"), providing for a $9 million
five-year term note (the "Term Note") and a $3 million revolving loan
facility (the "Credit Note"). In 1993 and 1994, the Company borrowed
approximately $12 million under the Loan Agreement. Such amounts were used to
replace the Company's existing short-term borrowings, to finance acquisitions
and to provide working capital. In August 1994, the Company repaid all
outstanding amounts under the Credit Note, and no further borrowings were
made thereunder. In November 1995, the Bank informed the Company that there
would be no further extensions of credit under the Credit Note. In September
1994, the Company began making scheduled principal payments under the Term
Note. On March 10, 1995, the Loan Agreement was amended to permit an
additional borrowing of $2 million, during the month of December 1995 only,
for the purpose of paying a portion of the costs of consolidation pursuant to
the Outsourcing Agreement (as such term is defined below). This facility
expired, unused. At June 30, 1996 and December 31, 1995, the outstanding
balance on the Term Note was $5.6 and $6.2 million, respectively. The Term
Note was repaid in full with the proceeds from the Credit Facility (as
hereinafter defined), and the Loan Agreement was terminated on August 30,
1996 as described below. See Notes 6 and 14 to Notes to Consolidated
Financial Statements.
The Company entered into a credit agreement dated as of August 30, 1996
with Merita Bank Ltd and Bank of Boston Connecticut (together, the "New
Banks") pursuant to which the New Banks have agreed, subject to the terms and
conditions set forth therein, to provide a two-year $25 million revolving
credit facility to the Company which converts into a five-year term loan on
September 30, 1998 (the "Credit Facility"). Up to $12.5 million of the Credit
Facility became available for borrowing upon the closing thereof on August
30, 1996, and up to an additional $12.5 million will become available if the
Company receives at least $10 million in gross proceeds from the sale of
newly issued Common Stock by October 31, 1996. Such condition is expected to
be satisfied by the sale of the shares of Common Stock offered hereby. At
September 24, 1996, the outstanding balance under the Credit Facility was
$8.3 million. Such funds have been used to pay $4.7 million to the Bank to
repay the outstanding balance under the Loan Agreement, and to pay $1.0
million to PremiTech for its consolidation activities under the Outsourcing
Agreement, with the balance used to meet the Company's working capital needs.
The remaining available proceeds of the Credit Facility will be used to
finance capital expenditures and permitted acquisitions and for general
corporate purposes.
The following summary of the material provisions of the Credit Facility
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the Credit Agreement and related documents, copies
of which are filed as exhibits to the Registration Statement of which this
Prospectus is a part.
The Credit Facility matures on September 30, 2003 with principal payments
payable in increasing quarterly installments commencing December 31, 1998.
Borrowings under the Credit Facility bear interest, at the Company's option,
at an annual rate equal to either a base rate, defined as the higher of the
prime rate or a specified federal funds rate, or a specified Eurodollar rate
plus, in each case, an applicable margin which varies with the Company's
leverage (the ratio of total debt to EBITDA less capital expenditures). The
Company is obligated to pay a commitment fee of 1/2 % per annum of any
undrawn amounts. The New Banks also received warrants to purchase an
aggregate of 166,666 shares of Common Stock at an initial exercise price of
$9.75 per share (the "New Bank Warrants") and were granted certain
registration rights in connection therewith.
Mandatory prepayment of the Credit Facility will be required with the
proceeds of certain issuances of indebtedness, the sale of assets outside the
ordinary course of business and 50% of the Company's Excess Cash Flow (as
defined in the Credit Facility) for the preceding fiscal year commencing May
1, 2000 in respect of fiscal year 1999.
20
The Credit Facility contains a number of negative covenants customary in
credit agreements for this type of loan, including, without limitation,
restrictions on additional indebtedness, certain acquisitions, dividends,
investments, mergers and sales of assets, creation of liens, guarantees,
issuance of capital stock by the Company's subsidiaries and transactions with
affiliates. The Company is also required to comply with various financial
covenants, tests and ratios, including those relating to (i) ratios of total
debt to recurring monthly revenue, (ii) minimum debt service coverage, (iii)
minimum net worth, (iv) maximum capital expenditures and (v) maximum subscriber
attrition rate (as defined in the Credit Facility).
Failure to satisfy many of the financial and other covenants will
constitute an event of default under the Credit Facility, notwithstanding the
ability of the Company to meet its debt service obligations. The Credit
Facility also contains other events of default.
The Credit Facility is secured by all current and future assets, and the
pledge of the capital stock, of the Company's subsidiaries.
On April 4, 1995, the Company entered into a ten-year information
technology services agreement, as amended (the "Outsourcing Agreement"), with
PremiTech Corporation ("PremiTech"), a subsidiary of EDS. The Outsourcing
Agreement provides for PremiTech to manage the Company's technological
infrastructure, perform certain of the Company's administrative functions,
and assist in the consolidation of the Company's central monitoring
facilities. For ongoing services during the ten-year term of the agreement,
the Company is obligated to pay PremiTech a total of $47.7 million in equal
monthly installments aggregating $4.8 million per year, subject to certain
adjustments. In addition, the Company is obligated to pay PremiTech a total
of $3.3 million for its consolidation activities, of which $2.0 million has
been paid to date. The Company is currently engaged in negotiations with
PremiTech regarding the completion of PremiTech's consolidation activities
and the timing and other terms of the Company's payment of the remaining
balance of $1.3 million due therefor. The Company believes it has sufficient
funds available under the Credit Facility to make all such payments. The
Outsourcing Agreement also provides for additional payments to PremiTech in
the event of a substantial increase in the number of the Company's subscriber
accounts. See "Business -- Historical Developments/The 1995 Outsourcing
Agreement" and Note 2 to Notes to Consolidated Financial Statements.
The Company has in the past experienced cash flow shortages. The Company
believes that net cash provided by operations, together with funds available
under the Credit Facility, will enable it to meet its future cash operating
needs. Net proceeds available from the sale of the shares of Common Stock
offered hereby will enable the Company to pursue its business strategy. See
"Use of Proceeds."
In the course of its business, the Company plans ongoing annual capital
expenditures for company-owned alarm equipment installed at subscriber
premises. Additionally, the Company continues to invest in the replacement
and modernization of the equipment utilized in its central monitoring
activities and associated security services. All such capital expenditures
will require substantial financial resources which are expected to be
provided by internally generated funds and, as necessary, supplemental
funding from other sources.
21
BUSINESS
THE COMPANY
Holmes provides security alarm monitoring services and designs, sells,
installs and services electronic security systems for commercial and mid- to
high-end residential subscribers. These systems include event detection
devices, surveillance equipment and access control devices which restrict
access to specified areas. The Company currently provides its services in the
Northeast, primarily in New York, New Jersey and Pennsylvania, and conducts
its operations through four branch offices, two central monitoring stations
and 46 independent alarm service dealers and franchisees. In addition, the
Company recently acquired a central monitoring station in Southern California
which provides monitoring services for other alarm companies. According to a
published survey, the Company was the twelfth largest provider of electronic
security services in the United States in terms of total 1995 revenues.
Following an internal management transition and reorganization that
occurred during 1995, the Company engaged the services of several former
senior executives of National Guardian, a large national electronic security
alarm services company which was acquired by Ameritech Monitoring Services,
Inc. in October 1995. Among the executives hired by the Company was George V.
Flagg, the Company's President and Chief Executive Officer, who served as the
President and Chief Executive Officer of National Guardian from 1986 to 1995.
During Mr. Flagg's tenure, National Guardian became one of the four largest
security services companies in the United States based upon revenues, which
grew from approximately $40 million in 1985 to over $200 million in 1995.
Under the direction of the Company's new management team, the Company is
implementing a new business strategy involving a combination of strategic
acquisitions and internal growth. In regard to strategic acquisitions, the
Company intends to pursue both (i) fold-in acquisitions, which consist of
businesses or portfolios of alarm monitoring accounts that can be readily
combined with the Company's existing branch offices and management structure
and (ii) new market acquisitions, which consist of companies in the
electronic security services industry located outside the Company's current
geographic market. In regard to its internal growth strategy, the Company
intends to capitalize on public recognition of the historic Holmes brand name
(which has been utilized in the security services industry since 1858) in
connection with (i) expanding its security services product offerings,
including the HolmesNet system for wireless data communications; (ii)
establishing a national accounts program; (iii) increasing its sales and
marketing efforts; and (iv) expanding its dealer operations.
The Company's revenues consist primarily of recurring payments under
written contracts for security alarm monitoring activities and associated
services, which represented approximately 74% of total revenues in 1995. The
Company monitors digital alarm signals arising from various activities,
including burglaries, fires and other events, through security systems
installed at subscribers' premises. These signals are received and processed
at one of the Company's central monitoring stations. In order to reduce
overall manpower requirements, achieve economies of scale and other cost
efficiencies, and enhance the quality of service being provided, the Company
is in the process of consolidating its central monitoring stations located in
the Northeast into one state-of-the-art facility with monitoring capacity of
approximately 60,000 accounts. In order to avail itself of more extensive
technological resources, the Company entered into a ten-year information
technology services agreement with a subsidiary of EDS in 1995. Pursuant to
this agreement the Company has consolidated four central monitoring stations
into two, and completion of the consolidation activities is scheduled for the
fourth quarter of 1996. The Company currently monitors approximately 35,000
accounts from its central monitoring stations located in the Northeast and
14,500 accounts from its central monitoring station located in Southern
California. An additional 16% of the Company's total revenues in 1995 was
comprised of direct sales and installation of security equipment.
The balance of the Company's revenues in 1995 was derived from (i) jewelry
vault rentals, (ii) insured parcel delivery services for the jewelry trade
and (iii) royalty fees and product sales relating to its franchise and dealer
operations. Approximately 80% of the Company's business is derived from
commercial customers, including financial institutions, jewelry and fine art
dealers, corporate headquarters, manufacturers, distribution facilities and
health care and education facilities. The Company's residential business
focuses principally on mid- to high-end customers.
Electronic security services is a consolidating but still a highly
fragmented industry, consisting of a large number of local and regional
companies and several integrated national companies. The fragmented nature of
22
the industry can be attributed to the low capital requirements associated
with performing basic installation and maintenance of electronic security
systems. However, the business of a full service, integrated electronic
security services company providing central station monitoring services is
capital intensive, and the Company believes that the high fixed costs of
establishing both central monitoring stations and full service operations
contribute to the small number of national competitors. The low marginal cost
of monitoring additional customers has been one of the principal factors
leading full service, integrated electronic security services companies to
seek acquisitions of other electronic security businesses to consolidate into
their existing operations. The principal focus of the Company's business
strategy is to aggressively pursue acquisitions in this environment.
MARKET OVERVIEW AND TRENDS
The Company is a leading competitor in the electronic security services
industry, offering services in both the commercial and mid- to high-end
residential segments of the market. The products and services marketed in the
electronic security services industry range from alarm systems that provide
basic intrusion and fire detection to sophisticated systems incorporating
such features as closed circuit television and access control. The industry
consists of companies that design, sell, install, monitor and maintain
intrusion, fire alarm and other electronic security systems. It includes
companies using both hardwire and wireless technology for systems installed
on subscribers' premises and digital, multiplex and wireless (radio)
technologies for the transmission of alarm signals to a central monitoring
center, such as the Company's central station monitoring facilities. The
Company believes that the electronic security services industry is
characterized by the following attributes:
o High Degree of Fragmentation. The electronic security services industry
is comprised of a large number of local and regional companies and
several integrated national companies. The Company believes that, based
on industry studies, there are approximately 11,000 separate companies
in the industry generating approximately $12 to $13 billion in revenues
annually. A survey published by SDM magazine (formerly Security
Distributing and Marketing) in May 1996 reported that in 1995, based
upon information provided by the respondents, the 100 largest companies
in the industry accounted for approximately 23% of total industry
revenues. According to the same survey, the Company ranks twelfth among
the 100 largest companies in the industry in terms of total 1995
revenues.
o Trend Toward Consolidation. The Company believes that because the
central station monitoring sector of the electronic industry has
relatively high fixed costs but relatively low marginal costs
associated with servicing additional subscribers, the industry offers
significant opportunities for consolidation. In addition, the Company
believes that the fragmented nature of the industry can be attributed
to the low capital requirements associated with performing basic
installation and maintenance of electronic security systems. However,
the business of a full service, integrated electronic security services
company which provides central station monitoring services is capital
intensive, and the Company believes that the high fixed costs of
establishing both central monitoring stations and full service
operations contribute to the small number of national competitors. The
marginal cost of monitoring additional customers is low and has been
one of the principal factors leading full service, integrated
electronic security services companies to seek acquisitions of other
electronic security services businesses to consolidate into their
existing operations. The Company intends to actively participate in the
industry consolidation by pursuing its acquisition business strategy.
o Continued Product Diversification and Integration of Services. A recent
trend in the commercial electronic security services industry has been
increased integration of different types of products into single
systems provided by single vendors. The Company believes that this
trend has resulted from commercial needs for enhanced security services
on a more cost-effective basis. Whereas basic alarm systems were once
adequate for many businesses, it appears that many companies now
require access control and closed circuit television systems integrated
into a single system to provide for their overall security needs. A
security system which provides burglar and fire alarm monitoring along
with closed circuit television and access control, all integrated into
one central system, not only provides enhanced security services, but
also is more cost-effective than four separate systems installed by
four separate vendors. In this environment, the Company believes that
it can gain a competitive advantage over smaller companies in the
industry that do not have the infrastructure or the expertise to
support the larger and more sophisticated integrated systems. Hence,
the Company is aggressively positioning itself to take advantage of
this trend by expanding the breadth of its electronic security service
offerings.
23
o Advances in Digital Communications Technology. Prior to the development
of digital communications technology, alarm monitoring required a
dedicated telephone line, which made long-distance monitoring
uneconomic. Consequently, in order to achieve a national or regional
presence, alarm monitoring companies were required to maintain a large
number of geographically dispersed monitoring stations. The development
of digital communications technology eliminated the need for dedicated
telephone lines, reducing the cost of monitoring services to the
subscriber and permitting the monitoring of subscriber accounts over a
wide geographic area from a central monitoring station. The elimination
of local monitoring stations has decreased the cost of providing alarm
monitoring services and has substantially increased the economies of
scale for larger alarm service companies. In addition, the concurrent
development of microprocessor-based control panels has substantially
reduced the cost of the equipment available to subscribers in the
residential and commercial markets and has substantially reduced
service costs because many diagnostic and maintenance functions can be
performed from a company's office without having to send a technician
to the customer's premises.
The Company believes that several factors contribute to a favorable market
for electronic security services generally in the United States.
o Increase in Crime Rates. According to the Uniform Crime Report
published by the Federal Bureau of Investigation in 1995 (the "UCR"),
between 1985 and 1994 the number of violent crimes reported in the
United States increased by more than 40.3% and the total number of
reported criminal offenses increased by 12.6%. The UCR also reported
that although the number of reported criminal offenses decreased on a
nationwide basis from 1993 to 1994 by 1.1%, a property crime was
committed in the United States in 1994 once every three seconds.
o High Level of Concern About Crime. As violent crime and the reporting
of crime by the news media has increased, the perception by Americans
that crime is a significant problem has also grown. Concurrently,
demand for security systems has grown with greater awareness of risk
management within the business community. In addition to the protection
that electronic detection and surveillance systems provide, the Company
believes that such systems also have a deterrent effect against crime.
o Insurance Requirements and Premium Discounts. The increase in demand
for security systems may also be attributable, in part, to the
requirement of insurance companies that businesses install an
electronic security system as a condition of insurance coverage. The
purchase of an electronic alarm system often entitles the subscriber to
obtain premium discounts as well. In addition, in order to comply with
many municipal fire codes, the installation of an electronic fire
system is required in many localities.
BUSINESS STRATEGY
In January 1996, the Company engaged the services of several former senior
executives of National Guardian, including George V. Flagg, who had been the
President and Chief Executive Officer of National Guardian from 1986 to 1995.
See "Management -- Directors and Executive Officers of the Company." During
Mr. Flagg's tenure, National Guardian became one of the four largest
electronic security services companies in the United States based upon
revenues, which grew from approximately $40 million in 1985 to over $200
million in 1995. Such growth resulted, in part, from National Guardian's
acquisition program and from its internal sales and marketing strategy.
During the same period, National Guardian's business was focused primarily on
commercial and mid- to high-end residential subscribers, with an important
component of its commercial subscriber base being large, national account
businesses with multiple locations nationwide that required electronic
security services at each site. The background, experience and combined
expertise of the new management team has been integral to the development of
the Company's new business strategy.
The new management team believes that Holmes is uniquely positioned to
pursue a new business strategy involving a combination of strategic
acquisitions and internal growth. Because the historic Holmes brand name is
well established in the Northeast and has been utilized since 1858, the
Company believes that it can capitalize on public recognition of this name
and its historic reputation in connection with expanding into new geographic
markets throughout the United States, establishing a national accounts
program, increasing its sales and
24
marketing strategy and expanding its dealer operations and achieving
continued market penetration by increasing its sales force. The Company
further believes that its new management team's previous experience will be
helpful in successfully implementing its business strategy.
GROWTH THROUGH ACQUISITIONS
The Company intends to become an active participant in the consolidation
of its industry by aggressively pursuing two fundamental types of
acquisitions: fold-in acquisitions and new market acquisitions. Various
factors will be considered when evaluating any potential acquisition,
including the purchase price and other financial terms of the transaction,
the business prospects and competitive position of and services provided by
the acquisition candidate and the extent to which any such acquisition would
enhance the Company's future prospects. In addition to determining the
economic viability of the proposed acquisition, an acquisition candidate will
be evaluated for stability of subscriber base, market share, quality of
operations, compatibility of equipment and contract terms and growth
opportunities.
Fold-in Acquisitions. Fold-in acquisitions will mainly target businesses
or portfolios of alarm monitoring accounts that can be readily
consolidated with existing Holmes branch offices and monitoring centers.
Such acquisitions are attractive because the Company believes that,
through consolidation, cost savings will be achieved due to the low
variable cost associated with monitoring and supporting additional
subscriber accounts. In addition, the Company believes that productivity
gains and economies of scale may be realized through the elimination of
redundant monitoring centers and increased usage of its newly consolidated
state-of-the-art central monitoring facilities in the Northeast and of its
central monitoring facility in Southern California. The Company believes
that certain fold-in acquisitions may also add specialized expertise to
the Company. For example, acquiring a business that specializes in fire
system installation would bring many of the expected financial benefits of
a typical fold-in acquisition, and in addition, would enhance the
Company's ability to broaden its product and service offerings with the
added industry-specific knowledge and management obtained through the
acquisition.
New Market Acquisitions. The Company also intends to expand its operations
through strategic acquisitions of electronic security services companies
in new geographic markets throughout the United States, thereby
diversifying its business base beyond the Northeast. In the Company's
view, expansion into new geographic markets will also create additional
opportunities for fold-in acquisitions. The Company believes that
acquiring existing companies that have established a local market presence
in areas outside of the Northeast is a less costly alternative to the
internal development of new markets. In addition, through the retention of
certain of the existing employees of acquired companies who are familiar
with local markets, the Company believes it will be able to capitalize on
local affiliations and relationships. New market acquisitions will be
sought in geographic markets which the Company believes can serve as a
framework for establishing national accounts business from subscribers who
require electronic security services at multiple locations nationwide.
As of September 19, 1996, the Company acquired a Southern California-based
alarm monitoring company (the "California Corporation") which provides alarm
monitoring services for customers of other alarm companies through its
state-of-the-art central monitoring facility. The consideration paid by the
Company to the shareholders of the California Corporation consisted of
103,805 newly issued shares of Common Stock of the Company in exchange for
all the outstanding common stock of the California Corporation. In connection
therewith, the shareholders of the California Corporation received
"piggy-back" registration rights with respect to certain non-underwritten
public offerings of the Company's securities. The Company intends to maintain
the Southern California monitoring facility in order to monitor the accounts
of customers of other alarm companies as well as those of authorized Holmes
dealers. The Company does not anticipate consolidating this newly acquired
California monitoring facility with its central monitoring facility located
in Edison, New Jersey. The acquisition of the California Corporation was not
deemed significant under applicable accounting rules and, accordingly, does
not require separate financial statements to be included in this Prospectus.
The Company has entered into a letter of intent to purchase the assets of
a Texas-based alarm company (the "Texas Company"). The consideration to be
paid by the Company with respect to this acquisition is expected to
25
consist of cash received from the proceeds of the sale of the Common Stock
offered hereby. The acquisition of the Texas Company is subject to the
negotiation and execution of definitive agreements with the Texas Company and
there can be no assurance that this purchase will be consummated. The
proposed acquisition would not be deemed significant under applicable
accounting rules and, accordingly, would not require separate financial
statements to be included in this Prospectus.
The Company is actively exploring other acquisition opportunities and has
had discussions with a number of acquisition candidates. Except as disclosed
above, the Company has entered into no other contracts, understandings or
arrangements for an acquisition as of the date of this Prospectus.
INTERNAL GROWTH
The Company plans to grow internally by expanding its product and service
offerings, establishing a national accounts program which will focus on
commercial subscribers conducting business in multiple locations nationwide,
enhancing its sales and marketing activities and expanding its dealer
operations. The Company believes that this proposed expansion will increase
usage and cost efficiencies of its newly consolidated state-of-the-art
central monitoring station in the Northeast, which in turn should result in
overall improved productivity and enhanced operating margins. The Company's
target market will remain oriented toward the commercial and mid- to high-end
residential subscriber, where the Company's sophisticated and specialized
security systems have been relied upon since 1858.
Expanding Security Services Product Offerings. The Company believes that
it has established a reputation as a provider of quality systems and
services and that this reputation is the result, in part, of the Company's
attention to advances in technology and their application to the Company's
products and services. In this regard, the Company has recently
established an Equipment Evaluation Committee that evaluates new products
and the development of improvements to existing products and services. The
Company is committed to offering a broad range of services, products and
features that incorporate the latest technology generally available to the
industry. As a result, the Company has entered into a relationship with
ARDIS, a company owned by Motorola, Inc., under which the Company plans to
utilize a national wireless data communications network for highly
reliable and immediate transmissions of alarm signals as part of its
HolmesNet system. Wireless data transmission methods are less susceptible
to accidental or intentional signal transmission interruptions because
they are less reliant on land-based telephone wiring networks. Due to its
high level of security and reliability, the Company believes that the
HolmesNet system will be attractive to customers such as jewelry stores,
banks and others who require more than a conventional digital (telephone
based) alarm system. The Company also offers other specialized services
using products from various manufacturers to allow itself maximum
flexibility in the types of systems and services that it provides. These
include, but are not limited to, LifeNet, a sophisticated vehicle tracking
system which uses global positioning satellite ("GPS") technology and is
designed to provide a high level of security to executives while they
travel in automobiles; CargoNet, also a GPS-based system, designed to
protect trucks and trailers from theft; and ProWatch, an integrated
security system for high-rise office buildings designed to automate fire
and burglar alarms and access control systems located on tenants' premises
as well as in the buildings' common areas, thereby reducing the need for
physical guards on-site.
Establishing A National Accounts Program. The Company believes that large
companies conducting business on a national scale with multiple locations
throughout the United States can achieve cost benefits by centralizing all
of their security needs with a single vendor. The Company currently has
several regional and national accounts, but has not generally pursued
business outside the Northeast. The Company intends to establish a
national accounts program that will enable it to compete for business from
large commercial subscribers with multi-location security needs. This
program is designed to offer national account subscribers, through an
account manager, a single source for centralized and standardized system
design, installation, service, billing, comprehensive activity and data
reporting, nationwide monitoring and system operation for all of the
subscriber's locations. The Company believes that a national accounts
program will enhance its competitive position and increase the
marketability of its services and products. A dedicated management team
and sales force will implement and operate the national accounts business.
It is intended that the Company's branch offices and dealers from its
dealer program, under the direction of the centralized management team,
will provide service and installation support for national account
subscribers.
26
Increasing Sales and Marketing Activities. The Company will continue to
focus its marketing efforts on increasing its visibility throughout the
United States. The Company intends to aggressively market and sell its
products and services through its existing sales force and through the
hiring of additional sales people. Sales compensation and incentive plans
are being revised to increase the motivation of the sales force by
reducing base salaries and increasing incentive compensation. The Company
intends to provide its sales force and operational personnel with advanced
training and market resources, including professionally prepared
literature and presentation manuals, background research and technical
information. The Company believes that such training and resources will
expand the expertise and knowledge of its employees and enable each branch
office to offer a full range of security products and services. In
addition, the Company is returning to one of the original Holmes logos
used in the early part of this century, which it believes will further
increase public recognition and awareness of Holmes and its historical
presence and long-standing reputation in the industry.
Expanding Dealer Operations. The Company plans to expand its dealer
operations by adding a number of new independent dealers to its authorized
Dictograph dealer program and by implementing a separate Holmes authorized
dealer program. The Dictograph program had previously been operated as a
franchise network prior to 1996. Recently, the Company hired a dealer
operations manager, with seven years of experience managing an extensive
national dealer network, to market both of its dealer programs and to
identify new dealer candidates. Increased recruiting efforts for the
Dictograph and Holmes dealer programs began in the third quarter of 1996.
As of September 24, 1996, the Company had 11 Dictograph dealers and six
Holmes dealers. New Dictograph dealers will acquire exclusive territories
from the Company and will be required to purchase a minimum quota of
specialized proprietary security equipment from the Company. On the other
hand, while authorized Holmes dealers will not be provided with exclusive
territories, they will be allowed to purchase specialized proprietary
security equipment from the Company without meeting minimum purchase
requirements. In addition, Holmes dealers will be authorized to use the
Holmes brand name to gain market advantage. It is intended that both
Dictograph and Holmes dealers will be offered the opportunity to provide
service and installation support for certain of the Company's national
accounts subscribers. It is also anticipated that the Company will provide
central monitoring services to some of its dealers' customers. Both
Dictograph and Holmes dealers will be provided with literature, access to
Holmes' products and services, including monitoring, and other benefits.
The Company believes that its dealer programs will provide it with a
presence in local markets in which the Company may not have an office and
thereby broaden recognition of its brand names. In addition, the dealers,
who will be located throughout the United States, will give the Company
greater geographic coverage for its developing national accounts business
by providing subcontractor installation services. The Company believes
that the development of these dealer programs will be an important aspect
of establishing and supporting its national accounts program. In addition,
the Company anticipates that, as a result of its dealer programs, revenues
may be increased through the provision of monitoring services to its
dealers' customers and by sales of its products to its dealers.
DESCRIPTION OF THE BUSINESS
The Company provides security alarm monitoring services and designs,
sells, installs and services electronic security systems for commercial and
residential subscribers. During 1995, approximately 74% of the Company's
revenues was derived from security alarm monitoring activity and associated
services. An additional 16% of the Company's 1995 revenues was derived from
the direct sale and installation of security equipment. The remainder of
Holmes' revenues in 1995 was derived from (i) jewelry vault rentals, (ii)
insured parcel delivery services for the jewelry trade and (iii) royalty fees
and product sales relating to its franchise and dealer operations.
ALARM MONITORING SERVICES
Central Monitoring Activity. The Company monitors signals arising from
various activities, including burglaries, fires and other events, through
certain of the systems described below which are installed at the
subscriber's premises. The Company's monitored security systems consist of
sensors, transmitters and other event detection devices designed to detect a
variety of conditions including, but not limited to, entry, movement, fire,
27
temperature, water flow and electric power interruption. The sensors and
other event detection devices are connected to a control panel/transmitter
which sends signals to one of four central monitoring stations maintained by
the Company. Signals may be transmitted over leased telephone lines,
multiplex circuits, public telephone lines and cellular and radio networks.
The control panel/transmitters are generally microprocessor-based and can
identify the nature of the emergency and the area within a building where the
sensor or other device was activated. Company personnel at its central
monitoring stations respond to incoming alarm signals by contacting the
subscriber, alerting the police, the fire department or other emergency
response services or, where contracted, dispatching a Holmes response agent.
Central Monitoring Stations. The Company monitors its subscriber accounts
at one of two central monitoring stations located in New York City and
Edison, New Jersey. Currently, each of these Company's central monitoring
stations is operated separately by the Company's branch operation where each
such central monitoring station is located, with alarm signals being
processed by a central computer system located at the Company's branch
operation in New York City. In order to reduce overall manpower requirements,
achieve economies of scale and other cost efficiencies and enhance the
quality of service being provided, the Company is in the process of
consolidating its central monitoring facilities in the Northeast into one
state-of-the-art facility to be located in Edison, New Jersey. To date, the
Company has consolidated four central monitoring stations located in the
Northeast into two and anticipates that its consolidation activities will be
completed by the fourth quarter of 1996. In order to avail itself of more
extensive technological resources, the Company entered into the Outsourcing
Agreement in 1995. See "Business -- Historical Developments/The 1995
Outsourcing Agreement."
The Company monitors the accounts of customers of other alarm companies at
its central monitoring station located in Southern California. The Company
intends to monitor the accounts of customers of its authorized Holmes dealers
at this location as well. See "Business -- Business Strategy/Growth through
Acquisitions."
The Company's central monitoring stations incorporate the use of
communications and computer systems that route incoming alarm signals and
telephone calls to operators at each station. Each operator sits before a
computer monitor that provides immediate information concerning the nature of
the alarm signal, the subscriber whose alarm has been activated and the
premises on which such alarm is located. All telephone conversations are
automatically recorded. Due to the security-sensitive nature of their
employment, the Company's central monitoring employees are subject to
extensive pre-employment screening.
The Company's central computer system in the Northeast, which consists of
two computers with built-in redundancy, has the capacity to monitor up to
60,000 subscriber accounts. The Company's central computer system in Southern
California also consists of two computers with built-in redundancy and has
the capacity to monitor up to 60,000 customer accounts. The equipment at each
of the Company's three central monitoring stations includes: phone switching
equipment; digital receivers that process the incoming signals; a
multi-channel, voice-activated recording system; an uninterruptable power
supply; dual backup generators supplied by different fuel sources; and other
equipment in support of specialized services such as LifeNet, CargoNet and
ProWatch.
The Company's central monitoring stations are listed by Underwriters
Laboratories Inc. ("UL"). The Company also offers Factory Mutual Research
Corporation ("FM") approved services through its New York City central
monitoring station. UL and FM specifications for central monitoring stations
include building integrity, back-up systems, staffing and standard operating
procedures. UL and FM confirm compliance with their respective specifications
through periodic on-site inspections. In many jurisdictions, applicable law
requires that security alarms for certain buildings be monitored by UL-listed
and/or FM-approved facilities. In addition, such listing and/or approval is
required by certain commercial subscribers' insurance companies as a
condition to insurance coverage.
Operation of Central Monitoring Stations. Depending upon the type of
service for which the subscriber has contracted, central monitoring station
personnel respond to alarms by relaying information to the local fire or
police departments, notifying the subscriber, or taking other appropriate
action, such as dispatching alarm response personnel to the subscriber's
premises where this service is available. Other non-emergency administrative
signals are generated by low battery status, deactivation and reactivation of
the alarm monitoring system, and test signals, and are processed
automatically by computer. Each of the Company's central monitoring stations
operates 24 hours per day, seven days a week, including all holidays. Each
operator receives training that includes familiarization with substantially
every type of alarm system in the Company's subscriber base. The
28
Company's training program encompasses classroom study as well as
personalized instruction by experienced operators on all aspects of alarm
monitoring procedure.
Subscriber Contracts. The Company's alarm monitoring subscriber contracts
generally have initial terms of five years in duration and provide for
automatic renewal terms for fixed periods (typically one or two years) unless
the Company or the subscriber elects to cancel the contract at the end of its
term.
In the normal course of its business, the Company experiences customer
cancellations of monitoring and related services as a result of subscribers
relocating, the cancellation of purchased accounts in the process of
assimilation into the Company's operations, unfavorable economic conditions,
dissatisfaction with field maintenance services and other reasons. This
attrition is offset to a certain extent by revenues from the sale of
additional services to existing subscribers, price increases, the
reconnection of premises previously occupied by subscribers and conversions
of accounts previously monitored by other alarm companies. See "Risk Factors
- -- Customer Cancellation Rates" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Alarm Response Services. The Company supplements its security alarm
monitoring services by providing to certain subscribers "alarm response
service" in connection with alarm system activations. Upon receipt of an
alarm activation signal from an alarm response service subscriber, a response
guard is dispatched by the Company to the subscriber's premises. If the
Company's response guard observes potential criminal activity upon arrival at
the Subscriber's premises, the response guard will report the activity to the
dispatch office, which will in turn notify local law enforcement. The
response guard will then maintain surveillance until law enforcement officers
arrive. Depending upon a subscriber's preference, the dispatch of the
Company's response guards may be used as an alternative to the dispatch of
local police.
The Company's patrol and response officers are subject to extensive
pre-employment screening. Patrol and response officers are required to have
firearm permits and applicable state and city guard licenses. The Company's
training program for patrol and response officers includes arrest procedure,
criminal law, firearms usage and patrol and search tactics. This training
program complies with state-mandated requirements. The provision of patrol
and alarm response services subjects the Company to greater risks, including
those relating to accidents or inappropriate employee behavior, than other
types of services.
The Company believes that demand for alarm response service may increase
as a result of a trend on the part of local police departments to limit their
response to alarm activations and other factors that may lead to a decrease
of police presence. In addition, the Company believes that alarm response
service is an effective means to assist subscribers in reducing their
exposure to false alarm fines.
Electronic Security Alarm Systems and Associated Services
Electronic Security Systems. The Company uses what it believes to be the
highest quality, most cost-effective components and products in the design
and installation of electronic security systems for its customers. An effort
is being made to incorporate the most suitable combination of products such
that each system provides the highest level of security required at
competitive prices. The Company designs, sells, installs and services the
following types of security alarm systems:
Intrusion Detection Systems incorporate control panels and sensors to
detect glass breakage, unauthorized door and window openings, vibration,
motion and noise, together with personal emergency alarms and other
peripheral equipment such as sirens and bells. Activity indicating the
presence of intruders is automatically communicated to the Company's
central monitoring stations, a monitoring facility at the subscriber's own
premises or the local police or fire department.
Commercial and industrial businesses are the traditional users of these
types of systems and generally regard them as a necessary business
expense. In addition, residential purchases of these systems have grown in
recent years. In an effort to minimize false alarms and improve customer
service, the Company provides a video alarm verification system (Computect
VS) for use in conjunction with intrusion detection systems. The Company
is in the process of adding two-way voice capabilities to its central
monitoring facility being consolidated in Edison, New Jersey.
29
Fire Detection Systems incorporate heat, ionization, smoke and flame
sensing devices, manual pull stations, evacuation sounders, sprinkler
systems, elevator controls and evacuation systems. Fire detection systems
are designed to comply with applicable fire codes. Activities indicating
fire related conditions or events are automatically communicated to the
Company's central monitoring stations, a local police or fire department
or a monitoring center at the subscriber's own premises.
Access Control Systems are primarily designed to exclude unauthorized
personnel from specified areas. These systems provide access control that
is generally card-activated and can be integrated with fire and burglary
detection systems. Entry and exit activity can be monitored or recorded,
and may be controlled on the basis of time and authority level. In
addition to standard access control systems, the Company has introduced
ProWatch, an integrated building security system specially designed for
multi-tenant office buildings. ProWatch integrates access control and
intrusion and fire detection systems, which systems may be controlled and
monitored by a Holmes central monitoring station.
Closed Circuit Television Systems can monitor and record entry and exit
activity or provide surveillance of designated areas. These systems can
deter theft and vandalism or support other access control systems. These
systems can be monitored either by a video recorder or in real time via a
monitoring screen.
Critical Condition Monitoring provides supervision of various commercial
systems and processes. A common form of this service is monitoring of
sprinkler system functions, such as water flow, air and water pressure,
fire pump conditions, shut-off valves and water tank levels. Additionally,
these systems can consist of ambient temperature sensors that signal
failure of heating or refrigeration systems, devices that monitor
manufacturing processes, and other equipment that monitors power levels,
water levels and energy waste.
Vehicle Tracking Systems provide covert tracking of vehicles and can
pinpoint the location of a vehicle anywhere in the continental United
States using global positioning satellite technology. In addition to
providing tracking capabilities, the Company's LifeNet system and CargoNet
system control a vehicle's engine functions thereby allowing LifeNet or
CargoNet, as the case may be, to direct a vehicle to a complete halt.
CargoNet also protects commercial trucks and trailers from theft.
Wireless Security Transmission Systems are designed to be monitored by a
central monitoring facility via wireless security transmissions. In 1996
the Company introduced HolmesNet, an in-building wireless security
transmission system which is constantly monitored by a Holmes central
monitoring station. HolmesNet is also a two-way communication network that
allows a subscriber to send a message directly to a Holmes central
monitoring station and receive a confirmation that such message was
received.
Field Repair Services. The Company believes one of the most effective ways
of improving customer retention is the provision of quality, responsive field
repair service by Company employees. Repair services generate revenues
primarily through billable field service calls and contractual payments under
the Company's extended service program. The increasing density of the
Company's subscriber base, as a result of the Company's continuing effort to
infill areas surrounding its branch operations with new subscribers, permits
more efficient scheduling and routing of field service technicians, and
results in economies of scale at the branch level. The increased efficiency
in scheduling and routing also allows the Company to provide faster field
services response and support, which leads to a higher level of subscriber
satisfaction.
FRANCHISE AND DEALER OPERATIONS
The Company acquired the business of Dictograph Franchise Corporation in
1988. Headquartered in Edison, New Jersey, this business operates a
widespread franchise network and authorized Dictograph dealer program
throughout the United States and the Caribbean. As of September 24, 1996, the
Company had 29 independent franchisees and 11 independent Dictograph dealers,
all authorized to do business under the name of Dictograph Security Systems.
The Company is in the process, however, of phasing out its franchise
operations and, since 1993, has not established additional franchise
relationships. Accordingly, the existing Dictograph franchisees are being
given an option either to convert their franchises into dealerships by March
31, 1997 or to maintain their franchises under existing franchise agreements.
The Company's franchise agreements require franchisees to purchase products
based on individual minimum quotas and pay royalties based on a percentage of
their revenues.
30
In accordance with its current business strategy, the Company plans to
increase the number of Dictograph dealers in the Dictograph dealer program
and is in the process of establishing an authorized Holmes dealer program. As
of September 24, 1996, the Company had six independent Holmes dealers. Under
both programs, dealers are independent electronic security services
businesses which sell, install and service security equipment. These
businesses are typically small and often cannot properly provide monitoring
services because they lack a sufficient number of subscribers to support the
fixed operating expenses associated with such services. Hence, Dictograph and
Holmes dealers are able to have their customers' security systems monitored
by the Company. Other Company services are also available to dealers under
both programs, including technical support, sales training and marketing
assistance. In addition, it is intended that both Dictograph and Holmes
dealers will be offered the opportunity to provide service and installation
support for certain of the Company's national accounts subscribers. Pursuant
to dealership arrangements under the Dictograph dealer program, dealers
acquire exclusive operating territories and are required to purchase a
minimum quota of specialized proprietary security equipment from the Company
on an annual basis. On the other hand, under the Holmes program, authorized
Holmes dealers will not be provided with exclusive operating territories, but
will be allowed to purchase specialized proprietary security equipment from
the Company without meeting minimum purchase requirements. In addition,
Holmes dealers will be authorized to use the Holmes brand name to gain market
advantage.
In connection with the Company's efforts to expand its dealer operations,
a dealer operations manager, with seven years of experience managing an
extensive national dealer network, was recently hired to market both of the
Company's dealer programs and to identify new dealer candidates. Increased
recruiting efforts for the Dictograph and Holmes dealer programs began in the
third quarter of 1996.
To date, the Company's revenues from its franchise and dealer operations
are derived primarily from (i) the gross margin on the sale of security
equipment to franchisees and Dictograph dealers, (ii) royalties received from
franchisees based upon their revenues and (iii) subcontract monitoring
charges from security alarm services performed for monitoring franchisee and
Dictograph dealer accounts. See "Business -- Business Strategy."
OTHER SERVICES
Jewelry Vault Rentals. The Company operates a maximum security safe
deposit vault facility in the jewelry district of New York City. Vault
rentals are provided on a short-term or long-term basis to jewelers, many of
whom also utilize the Company's security alarm services for their businesses
located in the jewelry district.
Insured Parcel Delivery. In 1995, the Company began providing insured
parcel delivery services to the jewelry markets of New York City, Los Angeles
and other locations after acquiring the assets of its One Service business.
This business involves the arranging of overnight shipping of insured jewelry
parcels from jewelry centers in New York, Los Angeles and other locations to
various points throughout the United States. The Company's insured parcel
delivery service provides a number of special handling features to ensure the
security of the parcel, including computerized tracking and proof of
delivery. In addition, insurance coverage is provided for each parcel in an
amount up to $50,000 of the declared value of such parcel with no deductible.
MARKETING AND SALES
The Company is currently focusing its marketing efforts on increasing its
visibility throughout the United States. This is accomplished through
national and local advertising in various forms of print media, direct mail
campaigns, telemarketing efforts, referrals from existing customers and
attendance at national trade shows. Additionally, the Company's marketing
strategy includes the return to one of the original Holmes logos used in the
early part of this century. The Company believes that use of this original
logo will increase public recognition and awareness of Holmes and its
historical presence and long-standing reputation in the industry. The Company
also intends to provide its sales force with extensive training and market
resources, including professionally prepared literature and presentation
materials, background research and technical information.
The Company installs security equipment either on the basis of an outright
sale of the equipment to the subscriber, or as a "company-owned system" where
Holmes charges the subscriber for the installation, but retains title to the
equipment. Each of the Company's four branch offices has sales
representatives for new system sales and for offering additional services to
existing customers. In total, the Company currently employs 47 sales
representatives. It is anticipated that additional sales representatives will
be hired in the future to support
31
the national accounts program and to support the Company's continued sales
and marketing efforts. Sales of alarm systems are generally made at the
customer's premises, typically through visits by a sales representative. The
Company's sales representatives analyze a customer's security needs and,
acting in coordination with necessary technical support staff, design or
specify an appropriate security system to meet those needs and coordinate the
installation of the system in the customer's premises. The Company maintains
installation and field service personnel, as well as inventories of parts, in
each of its branch offices. See "Business -- Business Strategy."
COMPETITION
The electronic security services industry in the United States is highly
competitive and highly fragmented, with new competitors continually entering
the field. Competition is based primarily on price in relation to quality of
service. The Company believes that it derives competitive strength from its
emphasis on high quality systems and services and its attention to
technological advances. Sources of competition in the electronic security
services industry are other providers of central monitoring services, systems
directly connected to local police and fire departments, local alarm systems
and other methods of protection, such as locks and gates and manned guarding.
The Company believes that it competes with numerous local, regional and
national companies. The Company's primary nationwide competitors include ADT
Security Systems, Inc., Ameritech Monitoring Services, Inc., Wells Fargo
Alarm Services and Honeywell, Inc. Some of the Company's national competitors
have greater financial, marketing and other resources than the Company. It is
possible that, subject to regulatory compliance, companies such as those
engaged in the telephone and cable business, if not already competing, may in
the future endeavor to enter the electronic security services industry.
SUPPLIERS
The Company currently has multiple sources of supply for the components
used in the electronic security and fire detection systems that it designs
and installs. The Company does not manufacture any of the equipment or
components that it designs and installs. The Company believes that a variety
of alternative sources of supply are available on reasonable terms. However,
the Company has no guaranteed supply arrangements with its suppliers and
purchases components pursuant to purchase orders placed from time to time in
the ordinary course of business. There can be no assurance that shortages of
components will not occur in the future. Failure of sources of supply and the
inability of the Company to develop alternative sources of supply if required
in the future could have a material adverse effect on the Company's
operations.
REGULATION
The Company's operations are subject to a variety of federal, state,
county and municipal laws, regulations and licensing requirements. Many of
the states in which Holmes operates, as well as certain local authorities,
require Holmes to obtain licenses or permits to conduct a security alarm
services business. Certain governmental entities also require persons engaged
in the security alarm services business to be licensed and to meet certain
standards in the selection and training of employees and in the conduct of
business. The Company believes that it holds the required licenses and is in
substantial compliance with all licensing and regulatory requirements in each
jurisdiction in which it operates.
In addition, there has been a trend recently on the part of municipalities
and other localities to attempt to reduce the level of false alarms through
various measures such as the licensing of individual alarm systems and the
imposition of fines upon customers, revocation of customer licenses or
non-response to alarms after a certain number of false alarms. While such
statutes and ordinances have not had a material adverse effect on Holmes'
business operations to date, Holmes is unable to predict whether such
statutes or ordinances, or any similar statues or ordinances enacted by other
jurisdictions, will adversely affect its business and operations in the
future. The security alarm industry is also subject to the oversight and
requirements of various insurance, approval, listing and standards
organizations. Adherence to the standards and requirements of such
organizations may be mandatory or voluntary depending upon the type of
customer served, the nature of security service provided and the requirements
of the local governmental jurisdiction. The Company has not had any material
difficulties in complying with such standards and requirements in the past.
32
Holmes' electronic security business relies on the use of telephone lines
and radio frequencies to transmit signals and to communicate with field
personnel. The cost of such lines and the type of equipment which may be
utilized in telephone line transmissions are regulated by both the federal
and state governments. The operation and utilization of radio frequencies are
regulated by the Federal Communications Commission and state public utilities
commissions.
RISK MANAGEMENT
The nature of the services provided by Holmes potentially exposes it to
greater risks of liability for employee acts or omissions, or system
failures, than may be inherent in many other service businesses. To reduce
those risks, substantially all of Holmes' customers have subscriber
agreements which contain provisions for limited liability and predetermined
liquidated damages to customers and indemnification by customers against
third party claims; however, some jurisdictions prohibit or restrict
limitations on liability and liquidated damages. Holmes carries insurance of
various types, including general liability and errors and omissions insurance
to insure it from liability arising from acts or omissions of its employees.
Holmes' general and umbrella liability insurance policies combined provide up
to $15 million of coverage, depending on the nature of claims. Certain of
Holmes' insurance policies and the laws of some states may limit or prohibit
insurance coverage for punitive or certain other kinds of damages arising
from employee misconduct. In addition, in some states the contractual
limitation of liability and indemnification provisions may be ineffective in
cases of gross negligence or intentional misconduct and in certain other
situations.
INTELLECTUAL PROPERTY
Holmes Protection and Dictograph are the Company's principal trademarks
and service marks. The Company also uses the Computect service mark in
connection with its alarm services and related products, the LifeNet and
CargoNet service marks for its vehicle tracking systems, the HolmesNet
service mark in connection with its wireless transmission system and the One
Service service mark for its insured parcel delivery service. The Company
believes that its rights in these trademarks and service marks are of
unlimited duration and adequately protected by registration or applications
to register. In addition, the ProWatch trademark is authorized for use by the
Company from a third party. The Company believes that certain of its
trademarks and service marks are important to the marketing of its security
alarm services, particularly as the Company strives to establish a strong
identity for Holmes with its customers. In addition, the Company relies on
trade secret and other laws to protect its proprietary rights in its security
systems and programs. No assurance can be given that the Company will be able
to successfully enforce or protect its rights to its trademarks, service
marks or proprietary information in the event that any of them is subject to
third party infringement or misappropriation. The Company's central
monitoring operations utilize proprietary software which the Company has
licensed from a third party.
EMPLOYEES
As of September 24, 1996, the Company had approximately 434 full-time
employees. The Company believes that relations with its employees and their
unions are satisfactory. All of the Company's installation and service
personnel and a small portion of its response personnel are represented by
unions under the following collective bargaining agreements with the
Company's subsidiaries:
33
Agreement Employees
Subsidiary Union Expiration Date Covered
---------------------------------- --------------------------- --------------------- -----------
Holmes Protection of Long Island, United Service Workers of December 31, 1996 10
Inc. America, Local 355
Holmes Protection of Philadelphia, Local No. 98, International May 10, 1996(1) 16
Inc. Brotherhood of Electrical
Workers
Holmes Protection of New Jersey, United Service Workers of September 30, 1996(2) 36
Inc. America, Local 355
Holmes Protection of New York, Local 3, International January 31, 1997 66
Inc. Brotherhood of Electrical
Workers
Holmes Protection of New York, United Service Workers of March 29, 1997 17
Inc. America, Local 355
- ------
(1) Although this collective bargaining agreement expired on May 10, 1996,
the parties thereto are currently negotiating a new agreement.
(2) The Company has negotiated a new five year collective bargaining
agreement with the Union. The Union has ratified this new collective
bargaining agreement, and the Company anticipates that it will be executed on
or prior to September 30, 1996.
HISTORICAL DEVELOPMENTS
THE 1995 OUTSOURCING AGREEMENT
On April 4, 1995, the Company entered into a ten-year, $51 million
information technology services agreement, as amended (the "Outsourcing
Agreement"), with PremiTech Corporation ("PremiTech"), a subsidiary of EDS.
Pursuant to the Outsourcing Agreement, PremiTech is assisting the Company in
consolidating the Company's four central monitoring stations located in the
Northeast to a single location, managing all of the Company's technological
infrastructure and performing certain of the Company's administrative
functions. As part of the consolidation plan, PremiTech is administering the
expansion of the Company's Edison, New Jersey facility to accommodate the
computer equipment, voice and data transmission lines and monitoring
workstations necessary for Holmes' employees to perform all central
monitoring activities and dispatch functions. In regard to the Company's
technological infrastructure, PremiTech has assumed ongoing responsibility
for maintaining all of the Company's computer hardware and software systems,
as well as all telephone and other voice and data communication systems and
equipment. In addition, PremiTech is managing Holmes' customer service,
purchasing, billing and collection functions. In accordance with the
Outsourcing Agreement, 40 former employees of the Company became employees of
PremiTech during 1995. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
PremiTech's obligations under the Outsourcing Agreement are guaranteed by
EDS, a Texas-based corporation which is a world leader in the application of
information technology. PremiTech is a limited partner in the Investor,
holding a partnership interest equivalent to approximately 6% of the
Company's Common Stock.
THE 1994 INVESTMENT AGREEMENT
On August 1, 1994, pursuant to the Investment Agreement, the Investor
purchased 1,515,886 shares of Common Stock (the "Investor Shares") and the
Investor Warrants for an aggregate consideration of $10 million. The
Investment Agreement and the transactions contemplated thereby, including
amendments to the Company's By-Laws and the adoption of the Restated
Certificate of Incorporation of the Company which effected the one- for-
fourteen reverse stock split of the Common Stock, were approved by the
Company's stockholders at a meeting held on July 29, 1994.
34
In connection with the Investment Agreement, the Investor received the
right to nominate four Investor- Nominees, subject to adjustment as described
below, to the Company's Board. In the event that the number of shares of
Investor Securities (as defined herein) as adjusted pursuant to stock splits
and recapitalizations, shall be fewer than the number of shares set forth
below and the Board shall at the date of such determination consist of nine
or more members, the number of Investor-Nominees shall be reduced to the
number set forth opposite the number and percentage of shares below:
Percentage of
Number of Outstanding Common Stock Number of
Investor Securities As of December 31, 1995 Investor-Nominees
- ------------------- ------------------------ -----------------
1,532,709 34.4% 3
1,149,531 25.8% 2
862,148 19.3% 1
478,971 10.7% 0
In the event that the number of Institution-Nominees shall be fewer than
three, the Investment Agreement provides that the Investor shall use its best
efforts to cause the Investor-Nominees to vote to reduce the size of the
Board to seven members. Upon the adoption by the Board of such resolution
reducing the number of directors constituting the entire Board to seven
members, the number of Investor-Nominees shall be reduced to three.
Thereafter, the number of Investor-Nominees shall be subject to further
reduction according to the reduction in the number of Investor Securities as
follows:
Percentage of
Number of Outstanding Common Stock Number of
Investor Securities As of December 31, 1995 Investor-Nominees
- ------------------- ------------------------ -----------------
1,532,709 34.4% 2
1,053,737 23.6% 1
478,971 10.7% 0
As described below under the caption "The 1992 Restructuring," it is
anticipated that, upon consummation of this offering, the number of permitted
Institution-Nominees will be reduced from three to two. In such event, the
Investment Agreement provides that the number of Investor-Nominees shall be
reduced from four to three upon the condition that the size of the Board is
reduced to seven directors. the Company anticipates that the Investor will
cause the number of Investor-Nominees to be reduced from four to three upon
consummation of this offering. However, the Investor and the Company have
agreed to waive the condition regarding a reduction in the size of the Board.
Accordingly, the size of the Board will remain at nine members, subject to
change as provided by the By-Laws. As of the date hereof, it has not been
determined which of the Investor-Nominees will resign from the Board upon the
consummation of this offering. The Company has no immediate plans to fill the
anticipated vacant seat on the Board created by such resignation. See
"Business--Historical Developments/The 1992 Restructuring," "--Historical
Developments/Other Certificate of Incorporation and By-Law Provisions" and
"Management-Nomination of Certain Directors."
In the event of the death, resignation or removal of a director of the
Company (other than an Investor-Nominee or an Institution-Nominee) on or
prior to August 1, 1996, the remaining directors then in office shall use
their best efforts to elect a successor director to fill the vacancy created
thereby. In the event that they shall fail to elect a successor director
within 60 days following the date of such death, resignation or removal, and
shall not, by a majority vote of the directors remaining in office within
such period, agree to leave such directorship position vacant until the next
annual meeting of stockholders, the Company shall use its best efforts to,
and the Investor, to the extent permitted by the By-Laws shall, call a
special meeting of stockholders for the purpose of electing a successor
director to serve for the unexpired term created by the vacancy. George
Flagg, the President and Chief Executive Officer of the Company, was
appointed in May 1996 to fill such a vacancy.
Notwithstanding the foregoing, the Investment Agreement provides that in
the event the percentage interest of the Investor and the Investor
Affiliates, as defined herein, represented by the Investor Securities shall
be less than 8.5% of the issued and outstanding number of shares of Common
Stock (including up to 400,000 shares of Common Stock issuable upon the
exercise of the Investor Warrants), the Investor shall not be entitled to
designate any Investor-Nominees. Except for such 8.5% minimum requirement,
the percentage of the outstanding Common Stock represented by the number of
Investor Securities set forth in the preceding tables does not affect the
number of Investor-Nominees.
35
As defined in the Investment Agreement, "Investor Affiliates" means
collectively, Mark S. Hauser, David Jan Mitchell, William Spier (the
foregoing, the "Individuals"), any partner of the Investor at August 1, 1994
("Partner"), any former partner of the Investor who, upon withdrawal as a
partner or upon the liquidation of the Investor, shall have received in
distribution or liquidation any shares of Common Stock or Investor Warrants
(a "Former Partner"), any wholly-owned subsidiary of any Partner or Former
Partner, any successor to any Partner or Former Partner by reason of merger
or the sale or disposition of all or substantially all of the business of
such Partner or Former Partner (provided that such Partner or Former Partner
has substantial operating activities), any immediate family member of any
Partner or Former Partner or any of the Individuals or any trust for the
benefit of any Partner or Former Partner or any of the Individuals or his or
her immediate family members, and the estate, personal representative or the
beneficiary of the estate of any Partner or Former Partner or any of the
Individuals.
As defined in the Investment Agreement, "Investor Securities" means all
the shares of Common Stock (without duplication) beneficially owned solely,
or on a shared basis exclusively with any Investor Affiliates, by the
Investor and any Investor Affiliates, together with such number of shares of
Common Stock beneficially owned by the Investor or any Investor Affiliates
which are issuable upon the exercise of the Investor Warrants; provided that,
for purposes of such definition, the number of such shares of Common Stock
issuable upon the exercise of the Investor Warrants shall not exceed 400,000.
The Investor Securities deemed to be held by any Investor Affiliate does not
include any shares of Common Stock held by any Partner or Former Partner
prior to the date such person first became a Partner.
REGISTRATION RIGHTS AGREEMENTS
In connection with the Investment Agreement, the Company entered into
substantially similar Registration Rights Agreements, each dated August 1,
1994, with the Investor and each of the Institutions, respectively (the
"Registration Rights Agreements"). Pursuant to the Registration Rights
Agreements, the Company agreed to use its best efforts to prepare and file
with the Securities and Exchange Commission and thereafter keep effective for
a period of up to 15 years a registration statement under the Securities Act
of 1933 (the "Securities Act") permitting the public resale of the Investor
Shares, the 1,588,105 shares held by the Institutions on August 1, 1994, and
the shares of Common Stock issuable upon exercise of the Investor Warrants
and the Institution Warrants. The Registration Rights Agreements provide that
the Company may not grant any "piggyback" registration rights with respect to
underwritten offerings to any person without the written consent of the
Investor and the holders of more than 50% of Registrable Securities (as
defined therein) held by the Institutions. All expenses incident to the
Company's performance of or compliance with the Registration Rights
Agreements will be borne by the Company except that underwriters' discounts
and commissions with respect to sales of Registrable Securities and fees and
disbursements of counsel for the holders of Registrable Securities will be
paid by such holders. In connection with this offering, the Investor and each
Institution have waived their respective registration rights until 180 days
following the date of this Prospectus.
WARRANTS
Investor Warrants. The Investor Warrants entitle the holder thereof to
purchase an aggregate of 685,714 shares of Common Stock, and are exercisable
at an exercise price of $4.58 per share at any time prior to expiration,
subject to adjustment upon certain dilutive events. The Investor Warrants
expire on August 1, 2004.
Institution Warrants. The Institution Warrants initially entitled the
holders thereof to purchase an aggregate of 147,572 shares of Common Stock,
subject to adjustment upon certain dilutive events. The Institution Warrants
expire on August 13, 2002. The Institution Warrants are exercisable at any
time prior to expiration at an exercise price which is subject to adjustment
upon certain dilutive events.
As a result of the antidilution provisions contained in the Institution
Warrants, upon the issuance of the Investor Shares and Investor Warrants to
the Investor pursuant to the Investment Agreement, the Institution Warrants
were adjusted to provide for an increase in the number of shares purchasable
to 193,150 and a reduction in the exercise price from $13.97 to $10.68.
Upon approval of the 1996 Plan (as hereinafter defined in "Management --
Stock Option Plans"), the Institution Warrants will be adjusted in accordance
with the antidilution provisions contained therein to increase the
36
number of shares purchasable and to reduce the exercise price thereof. Such
adjustment will reflect the issuance of the New Bank Warrants and the stock
options granted under the 1996 Plan. The Company does not believe that upon
such adjustment the number of shares purchasable will exceed 210,000 and the
exercise price thereof will be reduced below $10.00 per share.
The material provisions of the Investor Warrants and the Institution
Warrants (collectively, the "Warrants") are substantially similar. Each of
the Warrants provides that the exercise price and the number of shares of
Common Stock issuable upon exercise of the Warrants are subject to adjustment
from time to time upon the occurrence of the following events: upon issuance
of shares of Common Stock below certain specified prices, payment of
dividends by the Company in shares of Common Stock or extraordinary cash
dividends, subdivision by the Company of its Common Stock, combination by the
Company of the outstanding shares of Common Stock into a smaller number of
shares of Common Stock, issuance by the Company of certain rights, options,
warrants, evidences of its indebtedness or assets, or in case of any
consolidation, merger or sale of substantially all the assets of the Company.
Also, as stated below, the terms of the Warrants generally prohibit the
Company from issuing preferred stock.
OTHER CERTIFICATE OF INCORPORATION AND BY-LAW PROVISIONS
In connection with the 1994 Investment Agreement, stockholders of the
Company approved certain modifications to the Company's Restated Certificate
of Incorporation and Amended and Restated By-Laws (the "By-Laws").
Under the Restated Certificate of Incorporation, the Board has the
authority to issue Preferred Stock in one or more series and to determine its
rights, preferences, privileges and restrictions, including the dividend
rights, dividend rate, conversion rights, voting rights, terms of redemption
(including sinking fund provisions), redemption price or prices, liquidation
preferences and the number of shares constituting any series or the
designations of such series, without any further vote or action by the
stockholders, except that (i) any voting rights conferred on such Preferred
Stock require the consent of three-quarters of the entire Board and a
majority of the shares of Common Stock then outstanding and (ii) no regular
dividends may be paid with respect to the Preferred Stock without the consent
of the holders of a majority of the shares of Common Stock then outstanding.
It should be noted, however, that pursuant to the terms of the Warrants, the
Company is prohibited from issuing any capital stock of any class which has
the right to more than one vote per share or which is preferred as to
dividends or as to the distribution of assets upon voluntary or involuntary
dissolution, liquidation or winding up of the Company.
The Company's Restated Certificate of Incorporation and By-Laws were
amended in 1994 to provide for the division of the Board into three classes
of directors serving staggered three-year terms. The By-Laws fix the initial
size of the Board at nine, provided that the Board, by vote of three-quarters
of the directors then in office, may increase or decrease the size of the
Board and the number of directors in any class. Currently, the Board is
comprised of 9 directors. The Restated Certificate of Incorporation also
provides that stockholder action can be taken only at an annual or special
meeting of stockholders and cannot be taken by written consent in lieu of a
meeting. Additionally, the Restated Certificate of Incorporation requires an
affirmative vote of three-quarters of the Company's voting power (unless
three-quarters of the total number of directors then in office shall have
approved the amendment) to amend provisions of the Certificate of
Incorporation with respect to the number and classification of the directors,
stockholder action without written consent, director liability,
indemnification and amendments to the Restated Certificate of Incorporation.
THE 1992 RESTRUCTURING
On August 13, 1992, the Company effected a financial restructuring (the
"1992 Restructuring") pursuant to the Exchange Agreement, dated as of
December 18, 1991, which agreement was amended as of January 31, 1992, May
24, 1992 and June 30, 1992 (the "Exchange Agreement"). Stockholder approval
of the Exchange Agreement was received on August 10, 1992. The Exchange
Agreement provided for the satisfaction of the Notes representing
approximately $72.6 million of loans to the Company by the Institutions
(including accrued interest and penalties thereon, as at June 30, 1992), by a
combination of cash payment, an exchange of Common Stock for debt, and
forgiveness of approximately $34.5 million of debt. The Company implemented a
25 for 1
37
reverse stock split and then sold for 8.75 British pounds (approximately
$16.91) per share additional shares of Common Stock to the Institutions as
well as a total of 1,151,947 shares to its existing stockholders and
directors and to certain institutional investors. Upon the completion of the
1992 Restructuring, the Institutions received a total of 1,603,224 new shares
of Common Stock (representing 54.3% of the resulting outstanding shares of
Common Stock), warrants (the "Institution Warrants") to purchase an aggregate
of 147,572 shares of Common Stock at 8.75 British pounds per share
(representing 5% of the resulting outstanding shares), and a cash payment of
$12.6 million. As of August 13, 1992, after giving effect to the reverse
stock split, the average trading price of the Common Stock on the London
Stock Exchange was 7.28 British pounds per share and, based upon such price,
the aggregate value of the shares issued to the Institutions was
approximately $22.5 million. (United States dollar equivalents stated in this
paragraph assume an exchange rate of $1.9323 per British pound.) John Hancock
Mutual Life Insurance Company and The Mutual Life Insurance Company of New
York, and their respective affiliates, are currently the two largest
stockholders among the Institution group.
In connection with the 1992 Restructuring and pursuant to the Exchange
Agreement, the Institutions received the right to nominate three directors of
the Company, subject to adjustment based on their percentage ownership of
total Common Stock. Specifically, the Exchange Agreement provides that so
long as the Institutions in the aggregate continue to hold at least the
percentage of the issued and outstanding Common Stock of the Company set
forth below, the Institutions owning Common Stock (or such of the
Institutions who wish to participate in the selection) shall have the right
to nominate the following number of persons to the Board:
Percentage of Outstanding Common Number of
Stock Held by Institutions Directors
------------------------------------ -------------
30.0% 3
20.0% 2
7.5% 1
Following this offering, the aggregate share ownership of the Institutions
will be reduced below 30%, and, accordingly, the Institutions will have the
right to nominate only two directors. See also "Business -- Historical
Developments/The 1994 Investment Agreement."
The Exchange Agreement provides with respect to any Institution that so
long as such Institution holds any shares of Common Stock, if at any time the
Company engages in any transaction that involves the offer or issuance of
securities to its stockholders generally (including rights offerings and
exchange offers), the Company will (i) allow such Institution to participate
in any such transaction on identical terms, if such participation can be made
pursuant to an exemption under the Securities Act of 1933 or (ii) in the
event of a rights offering, at such Institution's option, provide for the
sale by the Company of such Institution's rights or the underlying securities
at the market price of such securities and the transmittal of the sale
proceeds to such Institution in connection with such sale.
See also the discussion under "Warrants" above for a description of
additional rights received by the Institutions pursuant to the Institution
Warrants.
38
PROPERTIES
As of September 24, 1996, the Company leased the following principal
properties:
Square Annual
Address Principal Use Feet Rental Lease Expires
------------------------- -------------------------------- -------- ---------- -----------------
95F Hoffman Lane Service center and sales office 3,848 $ 25,008 June 30, 1997
Islandia, Long Island, NY
440 9th Avenue Corporate and sales offices and 20,000 $392,800 February 28, 2002
New York, NY central station
580 5th Avenue Service and response center 6,500 $217,000 June 30, 2000
New York, NY and vaults
524 West 29th Street Service and response center 12,755 $128,125 June 30, 1999
New York, NY
21 Northfield Avenue Sales office, service center and 15,620 $127,476 August 31, 1999
Edison, NJ central station
701 Callowhill Street Sales office and service center 10,000 $ 35,000 August 31, 1999
Philadelphia, PA 19123
LEGAL PROCEEDINGS
The Company experiences routine litigation in the normal course of its
business, which claims are generally covered under the Company's insurance
policies. The Company believes that none of such pending litigation will have
a material adverse effect on its consolidated financial condition, future
results of operations or liquidity.
The Company is a defendant in a lawsuit captioned Pan American Diamond
Corporation and Wasko Gold v. Holmes Protection of New York, Inc. commenced
in New York State Supreme Court, New York County, on January 7, 1994. The
complaint seeks compensatory, consequential and punitive damages in excess of
$1,000,000 arising out of a burglary at a New York City jewelry manufacturing
company in which an employee of the Company participated. In the event that
it is determined that the Company's applicable insurance coverage for acts of
employee dishonesty is limited to $100,000 at the date of the loss, the
Company faces an uninsured exposure for any damages that may be awarded in
excess of such amount. However, there are a variety of legal, factual and
insurance coverage issues to be determined before an evaluation can be made
as to the likely outcome of the action and the effect, if any, it may have on
the Company. The Company intends to continue to vigorously defend this
action.
39
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The executive officers and directors of the Company are set forth in the
following table:
Class of
Name Age Director(1) Position
---------------------- ----- ----------- ----------------------------------------------
George V. Flagg (2) 54 B President, Chief Executive Officer and Director
James L. Boehme (2) 48 -- Executive Vice President -- Sales and Marketing
Glenn C. Riker 51 -- Senior Vice President of Human Resources and
Assistant Secretary
Lawrence R. Irving (2) 39 -- Vice President -- Finance
Pierre Besuchet 63 A Director
Daniel T. Carroll (3) 70 A Director
Lawrence R. Glenn 58 B Director
Mark S. Hauser (4) 38 C Director, Vice Chairman of the Board
William P. Lyons (4) 55 C Director, Chairman of the Board
David Jan Mitchell (4) 35 C Director
Edward L. Palmer 79 B Director
William Spier (4) 61 C Director
- ------
(1) In accordance with the Restated Certificate of Incorporation and the
By-Laws of the Company, the Board is divided into three classes of
directors serving staggered three-year terms. The terms of the Class A,
Class B and Class C directors will expire at the annual meetings of
stockholders in 1998, 1996 and 1997, respectively. Each class of
directors serves for three years, with the terms of office of the
respective classes expiring in successive years.
(2) Mr. Flagg and Mr. Boehme assumed their respective positions as officers
of the Company on January 8, 1996 and Mr. Irving assumed his position as
an officer of the Company on May 13, 1996. Mr. Flagg became a director of
the Company in May 1996.
(3) Mr. Carroll became a director of the Company on June 27, 1996.
(4) Pursuant to the Investment Agreement, the number of directors the
Investor is entitled to nominate will be reduced from four to three. As
of the date hereof, it has not been determined which of the
Investor-Nominees will resign from the Board upon consummation of this
offering and the Company has no immediate plans to fill the anticipated
vacant seat created by such resignation. See "Business -- Historical
Developments/The 1994 Investment Agreement" and "Management -- Nomination
of Certain Directors."
George V. Flagg. Mr. Flagg joined the Company on January 8, 1996 as
President and Chief Executive Officer. Prior thereto, from September 1985 to
December 1995, Mr. Flagg served in various executive capacities at National
Guardian, a security alarm services company, and most recently as President
(from May 1986 to December 1995) and Chief Executive Officer (from May 1991
to December 1995). Mr. Flagg became a director of the Company in May 1996.
James L. Boehme. Mr. Boehme was appointed Executive Vice President-Sales
and Marketing of the Company on January 8, 1996. Prior thereto, from March
1988 to December 1995, Mr. Boehme served in various executive capacities at
National Guardian, and most recently as Senior Vice President, Sales and
Marketing (from June 1994 to December 1995) and Vice President, Sales and
Marketing (from January 1990 to June 1994).
Glenn C. Riker. Mr. Riker has been with the Company since December 1989,
starting as Director of Human Resources and currently serving as Senior Vice
President of Human Resources and Assistant Secretary. Prior to joining the
Company, Mr. Riker was Vice President of Human Resources at Atlas Copco North
America, Inc., a manufacturer of industrial equipment.
40
Lawrence R. Irving. Mr. Irving joined the Company in May 1996 as Vice
President-Finance. From July 1995 to April 1996, Mr. Irving served as
Controller, and then as Vice President-Finance and Treasurer, respectively,
of Centennial Security Holdings, Inc., a security alarm services company.
Prior thereto, from April 1987 to June 1995, Mr. Irving served as Assistant
Controller, and then as Assistant Vice President/Assistant Controller,
respectively, of National Guardian.
Pierre Besuchet. Mr. Besuchet has been a director since 1991. Mr. Besuchet
has been the President of Gerant des Fortunes, a Swiss investment management
company since 1983. He is also a non-executive director of Faisal Finance
(Switzerland) S.A., a Swiss investment firm.
Daniel T. Carroll. Mr. Carroll has been a director since June 1996. Since
1982, Mr. Carroll has been the Chairman of The Carroll Group, a management
consulting company. He is also a director of A.M. Castle & Co., American
Woodmark Corporation, Aon Incorporated, Comshare, Inc., DeSoto, Inc., Diebold
Incorporated, Oshkosh Truck Corporation, Wolverine World Wide, Inc. and
Woodhead Industries Inc.
Lawrence R. Glenn. Mr. Glenn has been a director since February 1996.
Since 1995, Mr. Glenn has been Chairman of J.W. Goddard and Company, a
privately owned investment company dealing in real estate, corporate finance
and financial advisory services. Mr. Glenn is the retired former Chairman of
the Credit Policy Committee of Citicorp and Citibank, N.A. He is also a
director of First Bank of Americas and Gerber Childrenswear Holdings, Inc.
Mark S. Hauser. Mr. Hauser has been a director since 1994. He was elected
Vice Chairman of the Board in May 1995. He is the founder and, since 1991,
has been a Managing Director of Tamarix Capital Corporation, a New York-based
private investment banking firm. Prior thereto, Mr. Hauser was a Managing
Director at Hauser, Richards & Co., and Ocean Capital Corporation, private
international investment banking firms. He is also a director of ICC
Technologies, Inc. and EA Industries, Inc.
William P. Lyons. Mr. Lyons has been a director since 1994. He was elected
Chairman of the Board in May 1995. He has been President and Chief Executive
Officer of William P. Lyons and Co., Inc., a private investment firm, since
1975. From 1992 to 1995, Mr. Lyons served as Chairman of JVL Corp., a
pharmaceutical manufacturer, and from 1988 to 1991, he served as Chairman and
Chief Executive Officer of Duro-Test Corporation, a manufacturer of specialty
lighting products. Mr. Lyons was an adjunct Professor of Management and Law
at Yale University from 1973 to 1989. Mr. Lyons is also a director of Lydall,
Inc., Video Lottery Technologies, Inc. and DeSoto, Inc.
David Jan Mitchell. Mr. Mitchell has been a director since 1994. Since
January 1991, Mr. Mitchell has been President of Mitchell & Company, Ltd., a
New York-based private merchant banking company he founded. Since March 1992,
Mr. Mitchell has been a partner of Pertherton Capital Corporation, a
privately held real estate investment company. From April 1988 to December
1990, Mr. Mitchell served as a managing principal and a director of Rodman &
Renshaw, Inc., a publicly traded investment banking and brokerage firm. Mr.
Mitchell also serves as a director of Kellstrom Industries, Inc. and Bogen
Communications International.
Edward L. Palmer. Mr. Palmer has been a director since 1992. He is the
retired Chairman of the Executive Committee of Citicorp and Citibank, N.A.
Mr. Palmer's current directorships include Devon Group, Inc., SunResorts Ltd.
N.V., FondElec Group and Energy Services International Corporation. Mr.
Palmer has also served on the board of directors of several U.S. and
international corporations.
William Spier. Mr. Spier has been a director since 1994. He has served as
Chairman of DeSoto, Inc., a detergent manufacturer, since 1991. From 1991 to
1994 and again since September 1995, Mr. Spier has been Chief Executive
Officer of DeSoto, Inc. Since 1991, he has also served as Chairman and
President of Sutton Holding Corp., an investment company. He is also a
director of DeSoto, Inc., Geotek Communications, Inc., Video Lottery
Technologies, Inc. and EA Industries, Inc.
NOMINATION OF CERTAIN DIRECTORS
The Company is party to the Exchange Agreement and the Investment
Agreement which entitle certain stockholders to nominate members of the
Board. Messrs. Palmer and Glenn were initially nominated by the Institutions
and appointed to the Board on November 30, 1992 and February 8, 1996,
respectively, in accordance
41
with the terms of the Exchange Agreement. Upon consummation of this offering,
the aggregate share ownership of the Institutions will be reduced below 30%,
and, accordingly, the Institutions will have the right to nominate only two
directors. See "Business -- Historical Developments/The 1992 Restructuring."
Messrs. Hauser, Lyons, Mitchell and Spier were nominated by HP Partners L.P.
and elected to the Board on July 29, 1994 in accordance with the terms of the
Investment Agreement. Messrs. Hauser, Mitchell and Spier are stockholders and
directors of the general partner of HP Partners L.P. and Messrs. Mitchell and
Spier are also limited partners of HP Partners L.P. Pursuant to the
Investment Agreement, the number of directors the Investor is entitled to
nominate to the Board following this offering will be reduced from four to
three. As of the date hereof, it has not been determined which of the
Investor-Nominees will resign from the Board upon consummation of this
offering and the Company has no immediate plans to fill the anticipated
vacant seat created by such resignation. See "Business -- Historical
Developments/The 1994 Investment Agreement" and "--Historical
Developments/The 1992 Restructuring."
BOARD COMMITTEES AND COMPENSATION
The Board has designated an Audit Committee that reviews the scope and
results of the audit and other services performed by the Company's
independent accountants. The Audit Committee currently consists of Messrs.
Carroll, Glenn, Lyons, Mitchell, Palmer (Chairman) and Spier. The Board has
also designated a Compensation Committee that establishes objectives for the
Company's senior executive officers, sets the compensation of directors,
executive officers and other employees of the Company and is charged with the
administration of the Company's employee benefit plans. The Compensation
Committee currently consists of Messrs. Besuchet, Carroll, Lyons (Chairman),
Palmer and Spier. The Board of Directors also has a Retirement Benefits
Committee which provides oversight for the Company's pension and retirement
benefit plans. The Retirement Benefits Committee currently consists of
Messrs. Glenn, Hauser (Chairman) and Mitchell. Upon resignation of one of the
Investor-Nominees, vacancies in certain of the above committees will be
created. The Company has no immediate plans to fill vacancies created on any
of the above committees as a result of such resignation.
Each non-employee director receives an annual director's fee of $15,000
(except for the Chairman who receives an annual fee of $25,000) and a fee of
either $500 per day for attending in person meetings of the Board or
Committees of the Board, or $250 per day for participating in such meetings
by telephone. Non-employee directors are reimbursed for their reasonable
expenses incurred in connection with attendance at or participation in such
meetings. In addition, under the 1996 Plan, each non-employee director who
was a director of the Company on December 4, 1995 was granted an option to
purchase 25,000 shares of Common Stock. Messrs. Glenn and Carroll were each
granted an option to purchase 25,000 shares of Common Stock on February 8,
1996 and June 27, 1996, respectively, at the time of their respective
appointments to the Board. Such grants and the terms thereof are subject to
and conditioned upon stockholder approval of the 1996 Plan at the Company's
1996 annual meeting of stockholders, scheduled for October 31, 1996. See
"Management -- Stock Option Plans."
Directors who are employees of the Company receive no additional
compensation for their services as directors. However, such directors are
reimbursed for their reasonable expenses incurred in connection with
attendance at or participation in meetings of the Board or Committees of the
Board.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDE PARTICIPATION
During the Company's fiscal year ended December 31, 1995, the Compensation
Committee of the Board consisted of Messrs. Besuchet, Lyon (Chairman), Palmer
and Spier. None of these individuals has ever served as an officer or an
employee of the Company (other than by reason of the officer status conferred
upon the Chairman of the Board pursuant to the Company's By-Laws). In
addition, no executive officer of the Company has ever served as (i) a member
of the compensation committee or equivalent of another entity, one of whose
executive officers served on the Company's Compensation Committee, (ii) a
director of another entity, one of whose executive officers served on the
Compensation Committee or (iii) a member of the compensation committee or
equivalent of another entity, one of whose executive officers served as a
director of the Company.
EXECUTIVE COMPENSATION
The following table sets forth a summary of annual and long-term
compensation earned by or paid to the former Chief Executive Officer and each
of the other four most highly compensated current or former executive
officers of the Company (collectively, the "Named Officers") for services
rendered to the Company during each of the last three fiscal years:
42
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
----------------------------------- --------------
Other Securities
Annual Underlying All Other
Compen- Options/ Compen-
Salary Bonus sation SARs sation
Name and Principal Position Year ($) ($) ($) (#) ($)(1)
----------------------------------- ------ ---------- --------- --------- -------------- -----------
Richard Hickson (2) ............... 1993 $183,300 $ 7,600 $ -- -- $ --
President and Chief Executive 1994 208,333 5,346 -- 35,418(3) --
Officer 1995 108,605 -- -- -- --
Brian H. Jaffe (4) ................ 1993 115,000 6,000 10,400 -- 3,630
Vice President, General Counsel and 1994 117,884 13,151 10,400 8,854(3) 3,931
Secretary 1995 122,000 25,010 10,400 -- 4,325
Eugene G. Lestardo (5) ............ 1993 125,000 17,455 11,700 -- 4,500
Acting Chief Operating Officer 1994 128,128 42,667 11,700 13,281(3) 4,624
1995 141,300 16,250 12,425 15,000(6) 4,628
Glenn C. Riker .................... 1993 86,000 15,300 13,000 -- 3,039
Senior Vice President of Human 1994 88,150 12,782 13,000 8,854(3) 3,209
Resources 1995 91,260 20,716 13,000 -- 3,476
William C. Sholl (7) .............. 1993 54,692 3,783 6,320 -- 208
Vice President Management 1994 90,000 10,378 10,400 -- 3,011
Information Systems 1995 93,150 20,027 10,400 8,854 3,339
- ------
(1) Represents matching contributions by the Company under the Company's
401(k) Plan. 20% of accrued matching contributions become vested on each
of the second through sixth anniversaries of employment and are fully
vested thereafter.
(2) Mr. Hickson resigned as President and Chief Executive Officer and a
director of the Company, effective May 30, 1995. His outstanding stock
options were cancelled on such date pursuant to the terms of the
Executives Plan (as defined in "Management-Stock Option Plans"). From May
31 through September 30, 1995, Mr. Hickson served as a consultant to the
Company for which services he received additional compensation of $6,531.
(3) 1994 option grants replaced a like number of options previously granted
under the Executives Plan to Messrs. Hickson, Lestardo and Riker in 1992
and Mr. Jaffe in 1994.
(4) Mr. Jaffe resigned as Vice President, General Counsel and Secretary of
the Company, effective as of April 27, 1996. His unvested options to
purchase 6,198 shares of Common Stock were cancelled. Mr. Jaffe's vested
options to purchase 2,656 shares of Common Stock remain outstanding
through June 30, 1997. Mr. Jaffe is serving as a consultant to the
Company in exchange for compensation on a per diem basis.
(5) Mr. Lestardo served in the capacity of Acting Chief Operating Officer of
the Company from June 14 to December 31, 1995. Mr. Lestardo continues to
serve as President of Holmes Protection of New York, Inc., a wholly-owned
subsidiary of the Company.
(6) Represents a grant of stock options made in December 1995 under the 1996
Plan. The 1996 Plan will be submitted for stockholder approval at the
Company's 1996 annual meeting of stockholders, scheduled for October 31,
1996. All options granted thereunder are subject to and conditioned upon
approval of the 1996 Plan by stockholders of the Company.
(7) Mr. Sholl joined the Company on May 26, 1993, which accounts for the
lower compensation level for such year. Mr. Sholl resigned from his
position with the Company, effective March 31, 1996. Under the terms of
the Executives Plan, his unvested options to purchase 6,198 shares of
Common Stock were cancelled on such date. Mr. Sholl's vested options to
purchase 2,656 shares of Common Stock will remain outstanding through
September 30, 1996.
All information under "Executive Compensation" herein relating to stock
options (except for those granted under the 1996 Plan) and related exercise
and hurdle prices have been adjusted to give effect to the one-for- fourteen
reverse stock split of the Common Stock effected on March 27, 1995.
43
The following table contains information concerning the grant of stock
options made to the Named Officers during 1995 under the Executives Plan or
the 1996 Plan:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
Individual Grants Realizable Value
------------------------------------------------------------------------ at Assumed
Percent of Annual
Total Rates of
Number of Option/SARs Market Stock Price
Securities Granted to Exercise Price on Appreciation For
Underlying Employees or Base Grant Option Term(2)
Options/SARs in Fiscal Price Date Expiration -----------------------
Name Granted (#) Year ($/sh)(1) ($/sh) Date 5% ($) 10% ($)
----------------------- -------------- ------------- ---------- ---------- ------------ --------- ----------
Eugene G. Lestardo (3) . 15,000 60% $5.50 $5.50 12/4/2005 $51,884 $131,484
William C. Sholl (4) .. 8,854 100% 7.28 6.12(5) 1/12/2005 23,807 76,089
- ------
(1) Once vested, all options which have been granted under the Executives
Plan become exercisable only if the price per share of the Common Stock
on the Nasdaq SmallCap Market or the Nasdaq National Market, as the case
may be, is not less than $13.30 for 30 consecutive trading days. Such
condition had not been met as of September 24, 1996. The 1996 Plan and
all options granted thereunder are subject to and conditioned upon
stockholder approval at the Company's 1996 annual meeting of
stockholders, scheduled for October 31, 1996.
(2) Amounts indicated under the "Potential Realizable Value" columns above
have been calculated by multiplying the market price on the date of grant
by the annual appreciation rate shown (compounded for the term of the
options), subtracting the exercise price per share and multiplying the
gain per share by the number of shares covered by the options.
(3) Represents a grant of stock options made under the Company's 1996 Plan.
Such grant and the terms thereof are subject to and conditioned upon the
approval of the 1996 Plan by stockholders at the Company's 1996 annual
meeting of stockholders.
(4) Mr. Sholl resigned from his position with the Company, effective March
31, 1996. Under the terms of the Executives Plan, certain of his stock
options were cancelled. See Note 7 to Summary Compensation Table.
(5) On the date of grant, January 12, 1995, the Company's Common Stock traded
on the London Stock Exchange. Accordingly, the dollar- denominated market
price on the grant date has been converted at an assumed exchange rate of
$1.56 per British pound.
Except as disclosed above, no other grants of stock options were made in
1995 to any of the Named Officers. No stock options were exercised by any of
the Named Officers during 1995.
The following table sets forth information with respect the unexercised
options held by each of the Named Officers as of the end of 1995:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
at Fiscal Year-End (#) at Fiscal Year-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- ------------------------- -------------------------
Richard Hickson ... 0/0 0/0
Brian H. Jaffe .... 2,656/0(1) 0/0
Eugene G. Lestardo.. 3,984/24,297(1)(2) 0/0
Glenn C. Riker .... 2,656/6,198(1) 0/0
William C. Sholl .. 0/8,854(1) 0/0
- ------
(1) Options were granted pursuant to the Executives Plan on July 29, 1994,
except in the case of Mr. Sholl whose options were granted on January 12,
1995.
(2) Includes options which were granted pursuant to the 1996 Plan on December
4, 1995.
EMPLOYMENT CONTRACTS
Mr. Flagg is employed by the Company pursuant to an employment agreement
dated January 8, 1996, which expires on December 31, 1997, but continues
year-to-year thereafter unless terminated in accordance with its terms. Mr.
Flagg's employment agreement provides for an annual base salary of no less
than $200,000. Mr.
44
Boehme is employed by the Company pursuant to an employment agreement dated
January 8, 1996, which expires on December 31, 1997, but continues
year-to-year thereafter unless terminated in accordance with its terms. Mr.
Boehme's employment agreement provides for an annual base salary of no less
than $150,000. Mr. Irving is employed by the Company pursuant to an
employment agreement dated May 13, 1996, which expires on May 31, 1998, but
continues year-to-year thereafter unless terminated in accordance with its
terms. Mr. Irving's employment agreement provides for an annual base salary
of no less than $105,000. The salaries provided under all of these employment
agreements may be increased at the discretion of the Board or the
Compensation Committee thereof. Under the terms of Messrs. Flagg's, Boehme's
and Irving's respective employment agreements, options to purchase shares of
Common Stock under the Company's 1996 Plan (260,000 shares in the case of Mr.
Flagg, 195,000 shares in the case of Mr. Boehme and 25,000 shares in the case
of Mr. Irving) have been granted subject to and conditioned upon stockholder
approval of the 1996 Plan at the Company's 1996 annual meeting of
stockholders. Messrs. Flagg, Boehme and Irving are also provided with certain
other benefits and perquisites pursuant to their respective employment
agreements. Upon termination of employment with the Company, Messrs. Flagg,
Boehme and Irving are each subject to a non-compete period of six months.
In accordance with Messrs. Flagg's, Boehme's and Irving's respective
employment agreements, upon a termination of employment by the Company for
reasons other than (i) "Cause," (ii) "Disability" (each as defined in such
employment agreements), or (iii) death, incompetency or bankruptcy, the
Company will be obligated to pay to each of Messrs. Flagg, Boehme and Irving
12 months base salary, and to maintain certain benefits. Upon termination of
employment by the Company within 12 months of a "Change-of-Control Event" (as
defined below), Messrs. Flagg, Boehme and Irving shall each be entitled to
receive their respective base salaries and certain other benefits for an
additional period of 12 months. As defined in Messrs. Flagg's, Boehme's and
Irving's respective employment agreements, a "Change-of-Control Event" means
the consummation of (i) a proxy contest for control of the Company's Board
resulting in the person or entity or group of affiliated persons or entities
(collectively, a "Control Group") initiating such proxy contest electing a
majority of the members of the Company's Board; (ii) the purchase by a
Control Group of the Common Stock or other securities of the Company which,
when aggregated with any other securities of the Company then held by such
Control Group, gives such Control Group "beneficial ownership" (as defined in
Rule 13d-3 promulgated under the Exchange Act) of securities representing
more than 50% of the combined voting power of the Company; or (iii) any such
transaction that the Company's Board shall have favorably recommended to
stockholders of the Company at any time prior to its consummation, and such
recommendation shall not have been withdrawn.
Mr. Riker is employed by the Company pursuant to an employment agreement
dated October 12, 1994, which expires on December 31, 1996, and which
provides for an annual base salary of $91,260. Mr. Lestardo is employed by
the Company pursuant to an employment agreement dated June 22, 1995, which
expires on June 12, 1997, and which provides for an annual base salary of
$150,000. The salaries provided under these employment agreements may be
increased at the discretion of the Board or the Compensation Committee
thereof. Under the terms of their respective employment agreements, Messrs.
Riker and Lestardo are entitled to receive cash bonus awards under a senior
management incentive plan, provided certain targets with regard to Company
performance are met or exceeded. Messrs. Riker and Lestardo are also provided
with certain other benefits and perquisites pursuant to their respective
employment agreements. Upon termination of employment with the Company,
Messrs. Riker and Lestardo are each subject to a non-compete period of four
months and six months, respectively.
In accordance with Messrs. Riker's and Lestardo's respective employment
agreements, upon a termination of employment by the Company for reasons other
than (i) "Cause," (ii) "Disability" (each as defined in such employment
agreements), (iii) death, incompetency or bankruptcy, or (iv) the expiration
of the term of such employment agreement, the Company will be obligated to
pay six months base salary in the case of Mr. Lestardo, and four months base
salary in the case of Mr. Riker, and to maintain certain benefits. Upon
termination of employment by the Company within 12 months of a "Contested
Takeover Event" (as defined below), Messrs. Riker and Lestardo shall each be
entitled to receive their respective base salaries and certain other benefits
for a period of 12 months. As defined in Messrs. Riker's and Lestardo's
respective employment agreements, a "Contested Takeover Event" means the
consummation of (i) a proxy contest for control of the Company's Board
resulting in the person or entity or group of affiliated persons or entities
(collectively, a "Control Group") initiating such proxy contest electing a
majority of the members of the Company's Board, or (ii) the purchase by a
45
Control Group of the Common Stock or other securities of the Company which,
when aggregated with any other securities of the Company then held by such
Control Group, gives such Control Group "beneficial ownership" (as defined in
Rule 13d-3 promulgated under the Exchange Act) of securities representing
more than 50% of the combined voting power of the Company; provided that no
"Contested Takeover Event" shall be deemed to occur if the Company's Board
shall have favorably recommended the transaction to stockholders of the
Company at any time prior to its consummation, and such recommendation shall
not have been withdrawn.
Upon the occurrence of a "Change-of-Control Event" and/or a "Contested
Takeover Event," as the case may be, the Company's maximum aggregate salary
payment obligation would be $1,151,200. Such amount is calculated by
combining the 1996 base salaries of each of Messrs. Flagg, Boehme and Irving
for a period of 24 months, together with the 1996 annual base salaries of
each of Messrs. Riker and Lestardo for a period of 12 months.
Messrs. Hickson, Jaffe and Sholl were employed by the Company pursuant to
employment agreements which contained substantially similar terms to those in
the employment agreements of Messrs. Riker and Lestardo. Following the
termination of their respective employment agreements, Messrs. Hickson, Jaffe
and Sholl were each subject to non-compete periods of six months, three
months and three months, respectively.
STOCK OPTION PLANS
SENIOR EXECUTIVES' OPTION PLAN
The Company's Amended and Restated Senior Executives' Option Plan (the
"Executives Plan") was adopted by the Company's Board on June 29, 1994 and
approved by the stockholders of the Company on July 29, 1994 (the "Effective
Date"). The Executives Plan, as amended and restated (i) replaced all options
outstanding under a previous senior executives' option plan with a like
number of new ten-year options at a reduced exercise price of $7.28 per
share; (ii) commenced a new vesting period for such options providing for
vesting at a rate of 30% on the first anniversary of the Effective Date, 20%
on each of the second and third anniversaries and 15% on each of the fourth
and fifth anniversaries; (iii) set the "hurdle rate" at $13.30 representing
the price at which the shares must trade for 30 consecutive trading days
prior to becoming exercisable; and (iv) contained certain provisions
necessary to satisfy the requirements of Rule 16b-3 of the Exchange Act.
The purpose of the Executives Plan is to provide long-term incentives and
rewards to officers and key employees of the Company, to assist the Company
in attracting and retaining the services of such individuals on a basis
competitive with industry practices, to align those individuals' interests
with those of the Company's stockholders and to provide additional
compensation to Executives Plan participants. The Executives Plan provides
for granting to certain designated senior executives and key employees of
incentive stock options ("ISOs") or nonqualified stock options ("NSOs"), each
as defined in Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
A maximum of 138,722 shares of Common Stock have been reserved for
issuance under the Executives Plan pursuant to which outstanding options to
purchase 57,846 shares have been granted and were outstanding at September
24, 1996.
The Executives Plan is administered by the Compensation Committee of the
Board. Subject to the provisions of the Executives Plan and the terms of the
initial option grants provided for therein, the Compensation Committee
determines when and to whom options will be granted, the number of shares to
be covered by each option, the option price, the period during which each
option is exercisable and certain other terms and conditions relating to the
options under the Executives Plan. The Compensation Committee also exercises
all the powers and authority necessary or advisable in the administration of
the Executives Plan, subject to the provisions of the Executives Plan. If the
1996 Plan is approved by stockholders, no further grants will be made under
the Executives Plan. See "Management -- Stock Option Plans/1996 Stock
Incentive Plan."
If the Compensation Committee determines that any dividend, distribution,
recapitalization, stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange or similar
transaction effects the stock such that an adjustment is appropriate in order
to prevent the dilution or enlarge-
46
ment of the rights of option holders, then the Compensation Committee will
make such equitable changes or adjustments to any or all of (i) the number of
shares of stock available for options, (ii) the number of such shares covered
by outstanding options and/or (iii) the exercise price per share of options,
to the extent equitably required to preserve the economic value of the
options.
In the event of a change in control of the Company (as defined in the
Executives Plan), outstanding options vest immediately and become exercisable
in full, whether or not otherwise vested or exercisable.
If a grantee under the Executives Plan ceases to be in the service or
employ of the Company due to death, disability or termination without cause
(as defined in the Executives Plan ), such grantee's vested options will
expire six months from the date of such cessation. The Compensation Committee
may in its discretion extend this period of exercisability. If a grantee
under the Executives Plan ceases to be in the service or employ of the
Company for any other reason, such options will expire on the date of such
cessation.
DIRECTORS' OPTION PLAN
The Company's 1992 Directors' Option Plan (the "Directors Plan") was
adopted by the Company's Board on July 16, 1992, approved by the stockholders
of the Company on August 10, 1992 and became effective on August 13, 1992. On
such effective date, one-time grants of options were made under the Directors
Plan to Mr. Besuchet and to certain former directors. Currently, there are
only three individuals holding options that were granted under the Directors
Plan, including Mr. Besuchet. No additional grants are permitted under the
Directors Plan.
The purpose of the Directors Plan was to aid the Company in attracting and
retaining the services of directors who joined the Board prior to the 1992
Restructuring and to afford such directors an opportunity to acquire a
proprietary interest in the Company through stock ownership.
Outstanding options to purchase 165,429 shares of Common Stock were
granted and outstanding at September 24, 1996.
The Directors Plan is administered by the Compensation Committee which
exercises all the powers and authority necessary or advisable in the
administration of the Directors Plan, subject to the provisions of the
Directors Plan.
All options under the Directors Plan vested on January 1, 1993 and have an
exercise price of $13.97 per share. However, no option under the Directors
Plan will become exercisable until the price of the shares subject thereto
reaches or has reached a trading price of not less than $24.45, and remains
at or above such price for 30 consecutive trading days. Mr. Besuchet's
options expire August 13, 2002.
Upon the occurrence of a capitalization issue, a rights issue or a
subdivision, consolidation of shares or reduction of capital, the
Compensation Committee will adjust, to reflect such change, the number of
shares covered by outstanding options under the Directors Plan and the option
price to preserve the economic value of the options and to give grantees the
same proportion of the equity as that to which they were previously entitled.
The Directors Plan provides that if the service of a grantee terminates
(other than by reason of death, disability or involuntary termination without
cause, as such terms are defined in the Directors Plan), all options of such
grantee, unless earlier terminated in accordance with their terms, shall
terminate on the date of such termination. The Directors Plan also provides
that if a grantee ceases to be in the service or employ of the Company due to
death, disability or termination without cause, such grantee's options shall
expire on June 30, 1997. Options to purchase an aggregate of 147,545 shares
are held by two former directors, Keith Anderson and Eric F. Kohn, whose
services were deemed to have been terminated without cause pursuant to the
Directors Plan.
Except in certain very limited circumstances (such as by will or pursuant
to a "qualified domestic relations order" as defined in the Code), an option
may not be transferred by a grantee except that Mr. Kohn may assign the right
to exercise his options under the Directors Plan, and the Common Stock
issuable upon exercise of such options, to a corporation controlled by him.
47
Under the Directors Plan, in the event of a change in control of the
Company (as defined in the Directors Plan), outstanding options vest
immediately and become exercisable in full, whether or not otherwise vested
or exercisable.
1996 STOCK INCENTIVE PLAN
On December 4, 1995, the Board approved and recommended, and at the 1996
annual meeting of stockholders, scheduled for October 31, 1996, the
stockholders will be asked to approve, the 1996 Stock Incentive Plan (the
"1996 Plan").
The purpose of the 1996 Plan is to provide an incentive to the Company's
key employees, consultants and directors and to attract, secure and retain
key employees, consultants and directors. The 1996 Plan provides for the
grant of options to acquire a maximum of 2,000,000 shares of Common Stock. Of
such shares, as of September 24, 1996, 830,000 shares were subject to
outstanding options (subject to stockholder approval). The 1996 Plan provides
that, upon approval by stockholders, no further options or other awards will
be granted under either the Executives Plan or the Directors Plan. All
options outstanding under the prior plans will continue to be governed by the
terms of those plans. The 1996 Plan permits the granting of ISOs or NSOs, at
the discretion of the Compensation Committee with regard to employee or
consultant optionees, and NSOs to non-employee directors.
The 1996 Plan is administered by the Compensation Committee. Subject to
the terms of the 1996 Plan, the Compensation Committee determines the terms
and conditions of options granted under the 1996 Plan to employees and
consultants of the Company. The Compensation Committee, however, has no
discretion with respect to the selection of non-employee directors to receive
options, the number of shares of Common Stock subject to any such options,
the purchase price thereunder or the timing of grants of options to
non-employee directors. Options granted under the 1996 Plan are not
transferable, except by the laws of descent and distribution, and are
evidenced by written agreements which contain such terms, conditions,
limitations and restrictions as the Compensation Committee deems advisable
and which are not inconsistent with the terms of the 1996 Plan.
The option exercise price must be paid in full at the time the notice of
exercise of the option is delivered to the Company and must be tendered in
cash or by transferring shares of Common Stock upon terms and conditions
determined by the Compensation Committee. The Board has certain rights to
suspend, amend or terminate the 1996 Plan provided stockholder approval is
obtained.
In the event of a change in control (as defined in the 1996 Plan),
outstanding options vest immediately and become exercisable in full, whether
or not otherwise vested or exercisable. In addition, the optionee has the
right to surrender his or her options for cancellation within sixty days
after a change in control and receive a cash payment therefor.
Non-Employee Director Awards. The 1996 Plan provides for awards of options
to directors ("Eligible Directors") of the Company who are not employees of
the Company or its affiliates and who have not, within one year immediately
preceding the determination of such director's eligibility, received any
award under any other plan of the Company or its affiliates that entitles the
participants therein to acquire stock, stock options or stock appreciation
rights of the Company or its affiliates (other than options granted under any
other plan under which participants' entitlements are governed by provisions
meeting the requirements of Rule 16b-3(c)(2)(ii) promulgated under the
Exchange Act.) The exercise price of the options is equal to 100% of the fair
market value (as such term is defined in the 1996 Plan) of the Common Stock
on the date of grant. The options are exercisable in whole or in part at all
times during the period beginning on the date of grant until five years from
the date of grant.
Pursuant to the 1996 Plan, subject to stockholder approval, each
non-employee director then in office in December 1995 was awarded an Initial
Grant (as defined below). In addition, upon first election or appointment to
the Board, each newly elected or appointed Eligible Director will be granted
an option to purchase 25,000 shares of Common Stock (the "Initial Grant").
Immediately following each annual meeting of stockholders commencing with the
meeting following the close of fiscal year 1996, each Eligible Director will
be granted an additional option to purchase 1,000 shares of Common Stock (an
"Annual Grant").
If an optionee's service as a director terminates for any reason other
than disability, cause (each as defined in the 1996 Plan) or death, the
optionee may exercise options in the three-month period following such termi-
48
nation. If the optionee's service as a director terminates by reason of
resignation or removal from the Board due to disability, the optionee may
exercise options in the one-year period following such termination. If an
optionee dies while a director or within three months after termination of
service as a director, any options held by such director may be exercised in
the twelve-month period following the optionee's death by the person to whom
such rights under the option pass by will or pursuant to the laws of descent
and distribution. If an optionee's service as a director terminates for
cause, any options granted to such optionee will terminate immediately.
Other Awards. The 1996 Plan provides that the Compensation Committee must
establish an exercise price for employee stock options that is not less than
the fair market value (as defined in the 1996 Plan) of the Common Stock on
the date of grant. Each ISO must expire within ten years of the date of
grant. However, if ISOs are granted to persons owning more than 10% of the
voting stock of the Company, the 1996 Plan provides that the exercise price
may not be less than 110% of the fair market value per share at the date of
grant and that the term of such ISOs may not exceed five years. Each employee
option vests at a rate designated by the Compensation Committee.
If an optionee's employment is terminated by reason of death, disability
or retirement (as defined in the 1996 Plan), the Compensation Committee may
determine that any options held by such person become immediately exercisable
and may be exercised at any time prior to the expiration date of the options
or within twelve months (three months with regard to ISOs) after the date of
termination. If an optionee's employment is terminated for any reason other
than death, disability or retirement or if the Compensation Committee does
not provide the treatment discussed in the prior sentence, all unvested
options held by such person will terminate and all vested options will be
exercisable for a period of three months after the date of termination.
49
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the beneficial
ownership, as of September 24, 1996, of the Company's Common Stock by (i) any
person known by the Company to beneficially own more than 5% of the
outstanding Common Stock; (ii) each director of the Company; (iii) each of
the Named Officers; and (iv) all directors and executive officers of the
Company as a group, including the Named Officers. All share and warrant
amounts and related exercise prices have been adjusted to give effect to the
one-for-fourteen reverse stock split of the Common Stock completed on March
27, 1995. On September 24, 1996, there were 4,563,062 shares of Common Stock
issued and outstanding.
Number of Shares
of Common Stock Percentage(1)
Beneficially ---------------------------------
Name of Beneficial Owner Owned(1) Before Offering After Offering
- ------------------------ ------------------- --------------- --------------
HP Partners L.P.(2).................................. 2,201,600 42.0% 34.7%
c/o HP Management, Inc.
444 Madison Avenue, 38th Floor
New York, New York 10022
John Hancock Mutual Life............................ 636,095 13.7% 11.1%
Insurance Company(2)
John Hancock Place
P.O. Box 111
Boston, Massachusetts 02117
The Mutual Life Insurance Company ................. 397,716 8.6% 7.0%
of New York(2)
1740 Broadway
New York, New York 10019
TJS Partners, L.P.(2)................................ 399,000 8.7% 7.1%
52 Vanderbilt Avenue
5th Floor
New York, New York 10017
Pierre Besuchet(3)(6) ......................... 19,048 * *
Daniel T. Carroll(6) .......................... -- -- --
George V. Flagg(6) ............................ 6,000 * *
Lawrence R. Glenn(6) .......................... -- -- --
Mark S. Hauser(4)(6)(7) ....................... 2,201,600 42.0% 34.7%
Richard Hickson ............................... 142 * *
Brian H. Jaffe(5) ............................. 306 * *
Eugene G. Lestardo(5)(6) ...................... 1,000 * *
William P. Lyons(4)(6)(7) ..................... 2,210,600 42.1% 34.8%
David Jan Mitchell(4)(6)(7) ................... 2,204,600 42.0% 34.7%
Edward L. Palmer(6) ........................... 2,592 * *
Glenn C. Riker(5) ............................. -- -- --
William C. Sholl .............................. 2,207 * *
William Spier(4)(6)(7) ........................ 2,209,600 42.1% 34.8%
All directors and executive officers as a group 2,252,895 42.9% 35.5%
(16 persons)(3)(4)(5)(6) .....................
- ------
* Represents less than 1% of outstanding Common Stock.
50
(1) Each director and executive officer has sole voting and investment power
with respect to the shares beneficially owned, except as otherwise noted
in the footnotes to this table. For purposes of this table, a person or
group of persons is deemed to have "beneficial ownership" of any shares
of Common Stock which such person has the right to acquire on or within
60 days of September 24, 1996. For purposes of computing the percentage
of outstanding Common Stock held by each person or group of persons named
above, any shares which such person has or has the right to acquire on or
within 60 days after September 24, 1996 are deemed to be outstanding, but
are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(2) Includes shares issuable upon the exercise of warrants having a current
exercise price of $10.68 per share, as follows: John Hancock Mutual Life
Insurance Company and affiliates - 68,394; and The Mutual Life Insurance
Company of New York and affiliates - 42,764. With respect to HP Partners
L.P., includes 685,714 shares of Common Stock issuable upon the exercise
of warrants having a current exercise price of $4.58 per share. The
information in the foregoing table and in this note is based on the
Company's records and on a Schedule 13G (or Schedule 13D, as amended, in
the case of TJS Partners, L.P.) filed with the Securities and Exchange
Commission by each of the following stockholders and dated as indicated:
HP Partners L.P., dated January 20, 1995; John Hancock Mutual Life
Insurance Company, dated January 16, 1996; The Mutual Life Insurance
Company of New York, dated March 2, 1995; and TJS Partners, L.P., dated
June 17, 1996. The Schedule 13D filed by TJS Partners, L.P. states that
TJS Management, L.P., TJS Corporation, and Thomas J. Salvatore may be
deemed to own beneficially the shares owned beneficially by TJS Partners,
L.P.
(3) Excludes vested options to purchase 17,884 shares of Common Stock granted
to Mr. Besuchet under the Directors Plan. Such options have a current
exercise price of $13.97 per share, however, they become exercisable only
if the price per share of the Common Stock on the Nasdaq SmallCap Market
or the Nasdaq National Market, as the case may be, is not less than
$24.45 for 30 consecutive trading days. Such condition had not been met
as of September 24, 1996.
(4) Includes 1,515,886 shares of Common Stock and warrants to purchase
685,714 shares of Common Stock owned by HP Partners L.P. Messrs. Hauser,
Mitchell and Spier are stockholders and directors of the general partner
of HP Partners L.P. and Messrs. Mitchell and Spier are also limited
partners of HP Partners L.P. Messrs. Hauser, Mitchell and Spier are also
the sole stockholders of the special limited partner of HP Partners L.P.
which is entitled to various rights relating to 285,714 of the
partnership's warrants. Pursuant to HP Partners L.P.'s partnership
agreement, Mr. Lyons has an arrangement to participate in any economic
benefit which Mr. Spier obtains as a result of Mr. Spier's shareholding
interest in such general partner.
(5) Excludes vested options granted under the Executives Plan to each of
Messrs. Jaffe, Lestardo, Riker, Sholl and one other former executive
officer to purchase 2,656, 3,984, 2,656, 2,656 and 2,656 shares of Common
Stock, respectively, at an exercise price of $7.28 per share. These
options become exercisable only if the price per share of the Common
Stock on the Nasdaq SmallCap Market or the Nasdaq National Market, as the
case may be, is not less than $13.30 for 30 consecutive trading days.
Such condition had not been met as of September 24, 1996.
(6) Excludes options granted under the 1996 Plan to each of Messrs. Besuchet,
Carroll, Glenn, Hauser, Lestardo, Lyons, Mitchell, Palmer and Spier to
purchase 25,000, 25,000, 25,000, 40,000, 15,000, 85,000, 55,000, 25,000
and 40,000 shares of Common Stock, respectively, at exercise prices
ranging from $5.50 to $5.56 per share. Also excludes options granted
under the 1996 Plan to each of Messrs. Flagg, Boehme and Irving to
purchase 260,000, 195,000 and 25,000 shares of Common Stock,
respectively, in accordance with their respective employment agreements.
The grant of all options under the 1996 Plan and terms thereof are
subject to and conditioned upon approval of such plan by stockholders at
the Company's 1996 annual meeting of stockholders, scheduled for October
31, 1996.
(7) The address of such stockholder is: c/o Holmes Protection Group, Inc.,
440 Ninth Avenue, New York, New York 10001-1695.
51
CERTAIN TRANSACTIONS
Mr. Eric F. Kohn joined the Company on September 24, 1991 as Chief
Executive Officer and Director and ceased serving in such capacities on May
4, 1993 and July 29, 1994, respectively. During such time period, Mr. Kohn
was a director of Barons Financial Services SA ("BFSSA"). From late 1991 to
May 1993 BFSSA received fees from the Company at the rate of $15,000 per
month (paid three months in advance) for making the resources, equipment,
services and expertise of its Geneva office available to the Company, and
$20,000 per month (paid three months in advance) for making the services of
Mr. Kohn available to the Company in the United States and Europe. In
addition, the Company paid the costs of Mr. Kohn's accommodation in the New
York area and reasonable out-of-pocket expenses. During the same time period,
Mr. Kohn was also a director of Barons (UK) Limited ("BUK"). From late 1991
to May 1993 BUK received fees from the Company at the rate of $7,500 per
month (paid three months in advance), for providing office facilities and
services for Holmes in London. These arrangements were terminated by the
Board on May 4, 1993. While the Company believed that the fee arrangements
with BFSSA and BUK fairly reflected the value of the services provided to the
Company, the Company is unable to determine whether the terms of its
agreements with such parties were no less favorable than could have been
obtained from an unaffiliated third party. The Company subsequently paid U.S.
federal, state and local withholding taxes and related interest in an
aggregate amount of $155,192 with respect to such fees paid in 1991, 1992 and
1993 to BFSSA for Mr. Kohn's services.
In 1994, Mr. William Spier, a director of the Company, entered into an
agreement with PremiTech, which is a limited partner of HP Partners L.P., to
acquire PremiTech's limited partnership interest for approximately
$2,000,000, at the option of PremiTech, in the event that PremiTech did not
enter into an agreement for the provision of information technology services
to the Company. Such information technology agreement was subsequently
executed on April 4, 1995, thereby terminating PremiTech's option to sell its
interest to Mr. Spier.
On December 4, 1995, each of Messrs. Hauser, Lyons, Mitchell and Spier,
directors of the Company, were granted options under the 1996 Plan to
purchase 15,000, 60,000, 30,000 and 15,000 shares of Common Stock,
respectively, at an exercise price of $5.56 per share. Such grants were made
in recognition of the extraordinary services that each of these individuals
provided to the Company in connection with the management transition and
reorganization that occurred during 1995. The grant of all options under the
1996 Plan and the terms thereof are subject to and conditioned upon
stockholder approval at the Company's 1996 annual meeting of stockholders,
scheduled for October 31, 1996.
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF SECURITIES
The following summary of the terms of the Company's capital stock does not
purport to be complete and is qualified in its entirety by reference to the
applicable provisions of Delaware law, the Company's Restated Certificate of
Incorporation and the Company's By-Laws.
As set forth in the Restated Certificate of Incorporation of the Company,
the Company's authorized capital stock consists of 12,000,000 shares of
Common Stock, par value $.01 per share, of which 4,563,062 shares were
outstanding as of September 24, 1996, and 1,000,000 shares of undesignated
Preferred Stock, par value $1.00 per share, of which no shares are
outstanding.
On March 27, 1995, the Company effected a reverse stock split pursuant to
which one new share of Common Stock, $.01 par value, was exchanged for every
fourteen (14) whole shares of Common Stock, $.25 par value, then issued or
outstanding and shareholders received a cash payment in lieu of any
fractional shares. All share amounts and related share price information in
this Prospectus have been adjusted to give effect to such reverse stock
split.
52
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held
of record on all matters submitted to a vote of stockholders. Subject to the
prior right of any holders of Preferred Stock with respect to dividends, the
holders of Common Stock are entitled to receive ratably such dividends as are
declared by the Board out of funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the Company, holders of Common
Stock have the right to a ratable portion of assets remaining after payment
of liabilities and the liquidation preferences of any outstanding shares of
Preferred Stock. Except with respect to the Institutions pursuant to the
Exchange Agreement as described above under "Business-Historical
Developments/The 1992 Restructuring," the holders of Common Stock have no
preemptive rights or rights to convert their Common Stock into any other
securities and are not subject to future calls or assessments by the Company.
All outstanding shares of Common Stock are fully paid and non-assessable.
PREFERRED STOCK
The Board has the authority to issue the Preferred Stock in one or more
series and to determine the rights, preferences, privileges and restrictions,
including the dividend rights, dividend rate, conversion rights, voting
rights, terms of redemption (including sinking fund provisions), redemption
price or prices, liquidation preferences and the number of shares
constituting any series or the designations of such series, without any
further vote or action by the stockholders, except that (i) any voting rights
conferred on such Preferred Stock require the consent of three-quarters of
the entire Board and a majority of the shares of Common Stock then
outstanding and (ii) no regular dividends may be paid with respect to the
Preferred Stock without the consent of the holders of a majority of the
shares of Common Stock then outstanding. These rights and privileges of the
Preferred Stock could adversely affect the voting power of holders of Common
Stock or their rights to receive dividends or liquidation proceeds. The
Company has no present plans to issue any shares of Preferred Stock. It
should be noted, however, that pursuant to the terms of the Institution
Warrants and the Investor Warrants, the Company is prohibited from issuing
any capital stock of any class which has the right to more than one vote per
share or which is preferred as to dividends or as to the distribution of
assets upon voluntary or involuntary dissolution, liquidation or winding up
of the Company.
DELAWARE LAW
The Company is subject to the provisions of Section 203 of the Delaware
General Corporate Law which prohibit publicly held Delaware corporations from
engaging in certain business combinations with interested stockholders. See
"Risk Factors-Possible Anti-Takeover Effects of Delaware Law."
CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS
Certain provisions of the Company's Restated Certificate of Incorporation
and By-Laws may make a change in control of the Company more difficult to
effect. See "Business -- Historical Developments/Other Certificate of
Incorporation and By-Law Provisions" and "Risk Factors -- Classified Board of
Directors; No Stockholder Action by Written Consent; Supermajority Voting."
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services, L.L.C. serves as Transfer Agent and
Registrar for the Company's Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, the Company will have 5,663,062 shares
of Common Stock outstanding (5,828,062 shares if the Underwriters'
over-allotment option is exercised in full). An additional 878,864 shares of
Common Stock may be issued upon the exercise of the outstanding Investor
Warrants and Institution Warrants, 166,666 shares of Common Stock may be
issued upon exercise of the outstanding New Bank Warrants, 223,275 shares of
Common Stock may be issued upon the exercise of outstanding options and
830,000 shares of Common Stock are reserved for issuance upon exercise of
options which have been granted under the 1996
53
Plan, subject to and conditioned upon stockholder approval at the Company's
1996 annual meeting of stockholders, scheduled for October 31, 1996.
Substantially all of these shares, including the 1,000,000 shares of Common
Stock sold in this offering, will be freely tradeable without restriction
under the Securities Act, except for (i) any such shares held at any time by
an "affiliate" of the Company, as such term is defined under Rule 144
promulgated under the Securities Act ("Rule 144"), (ii) certain shares
subject to the Registration Rights Agreements and (iii) shares subject to the
"lockup agreements" described below.
In general, under Rule 144, as currently in effect, a person who has
beneficially owned shares for at least two years, including an "affiliate,"
as that term is defined in Rule 144, is entitled to sell, within any three-
month period, a number of "restricted" shares that does not exceed the
greater of 1% of the then-outstanding shares of Common Stock and the average
weekly trading volume during the four calendar weeks preceding such sale.
Sales under Rule 144 are subject to certain manner of sale limitations,
notice requirements and the availability of current public information about
the Company. Rule 144(k) provides that a person who is not deemed an
"affiliate" during the three months preceding a sale and who has beneficially
owned shares for at least three years is entitled to sell such shares at any
time under Rule 144 without regard to the limitations described above.
The Company, its officers and directors and certain of its principal
stockholders (who beneficially hold in the aggregate 4,031,495 shares of
Common Stock, including shares of Common Stock issuable upon the exercise of
outstanding options and warrants beneficially owned by them) have agreed not
to sell, offer to sell, issue, distribute or otherwise dispose of any shares
of Common Stock of the Company for a period of 90 days from the date of this
Prospectus (subject, in the case of the Company, to certain limited
exceptions), without the prior written consent of the Representative (as
defined in "Underwriting").
The Company is unable to estimate the number of shares that may be sold in
the future by its existing stockholders or the effect, if any, that sales of
such shares will have on the market price of the Common Stock prevailing from
time to time. Sale of substantial amounts of Common Stock by existing
stockholders could adversely affect prevailing market prices. See "Risk
Factors-Shares Eligible for Future Sale; Registration Rights."
54
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Company has agreed to sell to each of the
underwriters named below (the "Underwriters"), for which Brean Murray & Co.,
Inc. is acting as representative (the "Representative"), and each of the
Underwriters severally has agreed to purchase from the Company the aggregate
number of shares of Common Stock set forth opposite its name below.
Underwriters Number of Shares
------------ ----------------
Brean Murray & Co., Inc....................... 560,000
Advest, Inc. ................................. 30,000
Arnhold and S. Bleichroeder, Inc. ............ 30,000
Cruttenden Roth Incorporated ................. 30,000
First Albany Corporation ..................... 30,000
First of Michigan Corporation ................ 30,000
Jefferies & Company, Inc. .................... 30,000
Ladenburg, Thalmann & Co. Inc. ............... 30,000
Laidlaw Equities Inc. ........................ 30,000
Morgan Keegan & Company, Incorporated ........ 30,000
Needham & Company, Inc. ...................... 30,000
Pennsylvania Merchant Group Ltd. ............. 30,000
Sands Brothers & Co., Ltd. ................... 30,000
Scott & Stringfellow, Inc. ................... 30,000
Southcoast Capital Corporation ............... 30,000
Stephens Inc. ................................ 30,000
Unterberg Harris ............................. 30,000
Van Kasper & Company ......................... 30,000
Vector Securities International, Inc. ........ 30,000
----------------
Total ................................ 1,100,000
================
Under the terms and conditions of the Underwriting Agreement, the Company
is obligated to sell, and the Underwriters are obligated to purchase, all of
the shares of Common Stock set forth in the above table if any of the shares
of Common Stock are purchased.
The Underwriters propose to offer the shares of Common Stock to the public
initially at the public offering price set forth on the cover page of this
Prospectus, and to selected dealers at such public offering price less a
concession not to exceed $0.50 per share. The Underwriters or such dealers may
reallow a commission to certain other dealers not to exceed $0.10 per share.
After the offering to the public, the offering price, the concessions to
selected dealers and the reallowance to other dealers may be changed by the
Representative.
In connection with this offering, certain Underwriters may engage in
passive market making transactions in the Common Stock on the Nasdaq SmallCap
Market or Nasdaq National Market, as the case may be, immediately prior to
the commencement of sales in this offering, in accordance with Rule 10b-6A
under the Securities Exchange Act of 1934. Passive market making consists of
displaying bids on the Nasdaq SmallCap Market or Nasdaq National Market, as
the case may be, limited by the bid prices of independent market makers and
purchases limited by such prices and effected in response to order flow. Net
purchases by a passive market maker on each day are limited to a specified
percentage of the passive market maker's average daily trading volume in the
Common Stock during a specified prior period and must be discontinued when
such limit is reached. Passive market making may stabilize the market price
of the Common Stock at a level above that which might otherwise prevail and,
if commenced, may be discontinued at any time.
The Company has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase up to 165,000 additional
shares of Common Stock to cover over-allotments, if any, at the public
offering price, less underwriting discounts and commissions, as set forth on
the cover page of this Prospectus. If the Underwriters exercise this option,
then each of the Underwriters will have a firm commitment, subject to certain
conditions, to purchase a number of option shares proportionate to such
Underwriters' initial commitment as indicated in the table above. The
Underwriters may exercise such option only to cover over- allotments made in
connection with the sale of the shares of Common Stock offered hereby.
The Company, its officers and directors and certain of its principal
stockholders (who beneficially hold in the aggregate 4,031,495 shares of
Common Stock, including shares of Common Stock issuable upon exercise of
outstanding options and warrants beneficially owned by them) have agreed not
to sell, offer to sell, issue, distribute or otherwise dispose of any shares
of Common Stock of the Company for a period of 90 days from the date of this
Prospectus (subject, in the case of the Company, to certain limited
exceptions), without the prior written consent of the Representative.
The Company has agreed to reimburse the Underwriters for up to $150,000 of
the Underwriters' out-of- pocket expenses (including fees of its counsel) in
connection with the sale of the Common Stock offered hereby. The Company has
also agreed to indemnify the Underwriters or contribute to losses arising out
of certain liabilities that may be incurred in connection with this offering,
including liabilities under the Securities Act.
55
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New
York, New York. Certain legal matters will be passed upon for the
Underwriters by Piper & Marbury L.L.P., New York, New York.
EXPERTS
The financial statements and schedule of the Company as of December 31,
1994 and 1995 and for each of the three years in the period ended December
31, 1995 included in this Prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Exchange
Act, as amended, and in accordance therewith files reports, proxy statements
and other information with the Commission. Such reports, proxy statements and
other information may be inspected without charge at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the Commission's Regional
Offices at Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661; and 13th Floor, Seven World Trade Center, New York, New York
10048. Copies of such material may be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. The Commission maintains a World
Wide Web site on the Internet at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission.
The Company has filed with the Securities and Exchange Commission, a
Registration Statement on Form S-1 under the Securities Act with respect to
the Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
the Common Stock offered hereby, reference is made to the Registration
Statement and the exhibits and schedules filed as a part thereof. Statements
contained in this Prospectus as to the contents of any contract or any other
document referred to are not necessarily complete, and, in each instance, if
such contract or document is filed as an exhibit to the Registration
Statement, each such statement is qualified in all respects by such reference
to such exhibit. The Registration Statement, including exhibits and schedules
thereto, may be inspected without charge at the Commission's principal office
at 450 Fifth Street, N. W., Washington, D.C. 20549, and copies of all or any
part thereof may be obtained from such office after payment of fees
prescribed by the Commission.
In addition, reports, proxy statements and other information concerning
the Company may be inspected at the offices of the Nasdaq Stock Market, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
56
INDEX TO FINANCIAL STATEMENTS
Page
--------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ........................................................ F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 1995 and 1994 and as of June 30, 1996
(unaudited) ................................................................................ F-3
Consolidated Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993 and
for the Six Months Ended June 30, 1996 and 1995 (unaudited) ................................ F-4
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1995, 1994
and 1993 and for the Six Months Ended June 30, 1996 (unaudited) ............................ F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993 and
for the Six Months Ended June 30, 1996 and 1995 (unaudited) ................................ F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ...................................................... F-7
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS ................................................ S-1
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Holmes Protection Group, Inc.:
We have audited the accompanying consolidated balance sheets of Holmes
Protection Group, Inc. (a Delaware corporation) and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1995. These financial statements and the
schedule referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Holmes
Protection Group, Inc. and subsidiaries as of December 31, 1995 and 1994, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.
As discussed in Note 3 to the consolidated financial statements, effective
January 1, 1995, the Company changed its revenue recognition policy of
accounting for non-refundable payments received from customers upon
completion of installation of Company owned systems.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed on the Index to
Financial Statements is presented for purposes of complying with the
Securities and Exchange Commissions rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
March 20, 1996
F-2
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(000'S OMITTED)
June 30,
(Unaudited) December 31,
----------- ------------------------
1996 1995 1994
----------- ---------- ----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .................... $ 539 $ 435 $ 1,409
Short-term investments ....................... -- 2,043 3,986
Accounts receivable, less allowance for
doubtful accounts of $1,097 in 1996, $1,340
in 1995 and $1,315 in 1994 ................. 3,948 4,997 3,855
Inventories .................................. 1,756 1,923 1,980
Prepaid expenses and other ................... 2,597 3,320 3,660
----------- ---------- ----------
Total current assets ............... 8,840 12,718 14,890
----------- ---------- ----------
FIXED ASSETS, net ................................. 45,516 45,231 46,091
SUBSCRIBER CONTRACTS, at cost, less accumulated
amortization of $23,814 in 1996, $22,522 in 1995
and $19,942 in 1994 ............................. 17,602 18,894 21,515
TRADENAMES, less accumulated amortization of $1,984
in 1996, $1,875 in 1995 and $1,705 in 1994 ...... 4,137 4,234 4,404
OTHER ASSETS ...................................... 506 552 248
----------- ---------- ----------
$ 76,601 $ 81,629 $ 87,148
=========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings ........................ $ -- $ 943 $ --
Current maturities of long-term debt ......... 2,468 2,497 2,687
Accounts payable and accrued expenses ........ 7,640 10,110 7,040
Deferred revenue ............................. 3,007 2,664 4,535
Customer deposits ............................ 1,901 1,750 2,446
----------- ---------- ----------
Total current liabilities .......... 15,016 17,964 16,708
----------- ---------- ----------
LONG-TERM LIABILITIES:
Long-term debt ............................... 3,668 4,862 6,709
Other long-term liabilities .................. 684 834 4,110
Deferred income taxes ........................ 10,297 10,297 11,201
----------- ---------- ----------
Total long-term liabilities ........ 14,649 15,993 22,020
----------- ---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 12)
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value; 1,000
authorized; none outstanding ............... -- -- --
Common stock, $0.01 par value; 12,000
authorized shares; 4,466 issued in 1996,
1995 and 1994 .............................. 45 45 45
Additional paid-in capital ................... 120,763 120,763 120,763
Accumulated deficit .......................... (70,924) (70,188) (68,991)
Minimum pension liability adjustment ......... (2,863) (2,863) (3,312)
----------- ---------- ----------
47,021 47,757 48,505
Less- Treasury stock - 7 shares in 1996, 1995
and 1994 at cost ........................... (85) (85) (85)
----------- ---------- ----------
Total shareholders' equity ......... 46,936 47,672 48,420
----------- ---------- ----------
$ 76,601 $ 81,629 $ 87,148
=========== ========== ==========
The accompanying notes to financial statements
are an integral part of these balance sheets.
F-3
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(000'S OMITTED, EXCEPT EARNINGS PER SHARE DATA)
Six Months
Ended June 30,
(Unaudited) Year Ended December 31,
---------------------- -------------------------------
1996 1995 1995 1994 1993
--------- --------- ---------- ---------- --------
REVENUES:
Monitoring and service ........................ $18,012 $18,975 $37,912 $39,747 $41,004
Installation .................................. 4,482 4,267 8,155 8,425 9,141
Franchise royalties, product sales and other .. 1,989 1,881 4,008 3,230 3,355
--------- --------- --------- --------- ----------
Total revenues ........................ 24,483 25,123 50,075 51,402 53,500
--------- --------- --------- --------- ----------
COST OF SALES (exclusive of depreciation expense
shown below):
Monitoring and service ........................ 8,869 9,469 18,554 18,632 21,004
Installation .................................. 2,117 1,992 3,971 3,595 3,606
Franchise royalties, product sales and other .. 1,823 1,102 3,737 2,658 2,306
--------- --------- --------- --------- ----------
Total cost of sales ................... 12,809 12,563 26,262 24,885 26,916
SELLING, GENERAL AND ADMINISTRATIVE ............. 6,844 7,760 16,668 15,051 17,837
DEPRECIATION AND AMORTIZATION ................... 5,432 5,095 10,390 9,736 8,919
NON-RECURRING CHARGE ............................ -- -- 2,074 -- --
--------- --------- --------- --------- ----------
25,085 25,418 55,394 49,672 53,672
--------- --------- --------- --------- ----------
Income (Loss) from operations .............. (602) (295) (5,319) 1,730 (172)
OTHER INCOME (EXPENSE) .......................... 11 (13) 247 193 902
INTEREST EXPENSE (net of interest income of $17
and $108 in the six months ended June 30, 1996
and 1995, respectively, $276 in 1995, $70 in
1994 and $-0- in 1993) ........................ (318) (365) (721) (941) (585)
--------- --------- --------- --------- ----------
INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ...... (909) (673) (5,793) 982 145
PROVISION (BENEFIT) FOR INCOME TAXES ............ (173) (33) (2,119) 578 200
--------- --------- --------- --------- ----------
Income (Loss) before cumulative effect of
change in accounting principle ............. (736) (640) (3,674) 404 (55)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE, net of income taxes of $1,942 ...... -- 2,477 2,477 -- --
--------- --------- --------- --------- ----------
Net Income (Loss) ..................... $(736) $1,837 $(1,197) $404 $ (55)
========= ========= ========= ========= =========
EARNINGS (LOSS) PER COMMON SHARE:
Earnings (Loss) before cumulative effect of
change in accounting principle ............. $(0.17) $(0.14) $ (0.82) $0.11 $ (0.02)
Cumulative effect of change in accounting
principle .................................. -- 0.55 0.55 -- --
--------- --------- --------- --------- ----------
Net Earnings (Loss) per common share .......... $(0.17) $ 0.41 $ (0.27) $0.11 $ (0.02)
--------- --------- --------- --------- ----------
WEIGHTED AVERAGE SHARES OUTSTANDING ............. 4,459 4,459 4,459 3,580 2,944
========= ========= ========= ========= =========
The accompanying notes to financial statements
are an integral part of these statements.
F-4
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND THE
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(000'S OMITTED)
Minimum
Additional Pension
Common Treasury Paid-In Liability Accumulated
Stock Stock Capital Adjustment Deficit Total
---------- ---------- ------------ ------------ ------------- ----------
BALANCE, January 1, 1993 ....... $ 10,330 $(85) $101,978 $(4,877) $(69,340) $38,006
Net loss for year ............ -- -- -- -- (55) (55)
Change in minimum pension
obligation (net of taxes of
$1,076) ................... -- -- -- 1,368 -- 1,368
---------- ---------- ------------ ------------ ------------- ----------
BALANCE, December 31, 1993 ..... 10,330 (85) 101,978 (3,509) (69,395) 39,319
Net income for year .......... -- -- -- -- 404 404
Proceeds from issuance of
shares of common stock .... 5,305 -- 4,695 -- -- 10,000
Common stock issuance and
other related costs ....... -- -- (1,500) -- -- (1,500)
Change in minimum pension
obligation (net of taxes of
$155) ..................... -- -- -- 197 -- 197
Effect of reverse stock split (14,518) -- 14,518 -- -- --
Effect of change in par value (1,072) -- 1,072 -- -- --
---------- ---------- ------------ ------------ ------------- ----------
BALANCE, December 31, 1994 ..... 45 (85) 120,763 (3,312) (68,991) 48,420
Net loss for year ............ -- -- -- -- (1,197) (1,197)
Change in minimum pension
obligation (net of taxes of
$307) ..................... -- -- -- 449 -- 449
---------- ---------- ------------ ------------ ------------- ----------
BALANCE, December 31, 1995 ..... 45 (85) 120,763 (2,863) (70,188) 47,672
Net loss (unaudited) ......... -- -- -- -- (736) (736)
---------- ---------- ------------ ------------ ------------- ----------
BALANCE, June 30, 1996
(unaudited) .................. $ 45 $(85) $120,763 $(2,863) $(70,924) $46,936
========== ========== ============ ============ ============= ==========
The accompanying notes to financial statements
are an integral part of these statements.
F-5
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000'S OMITTED)
Six Months
Ended June 30,
(Unaudited) Year Ended December 31,
---------------------- --------------------------------------
1996 1995 1995 1994 1993
--------- --------- ----------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) ......................... $ (736) $ 1,837 $(1,197) $ 404 $ (55)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities-
Depreciation and amortization .......... 5,432 5,095 10,390 9,736 8,919
Provision for doubtful accounts ........ (58) 135 486 506 586
Cumulative effect of change in
accounting principle ................. -- (2,477) (2,477) -- --
Non-recurring charge ................... -- -- 2,074 -- --
Deferred income taxes .................. (273) (133) (2,319) 484 --
Changes in operating assets and
liabilities-
Decrease (increase) in accounts
receivable ........................ 1,107 (49) (1,628) (423) (432)
Decrease (increase) in inventories ... 167 (18) 57 337 (441)
Decrease (increase) in prepaid
expenses and other current assets . 737 68 140 957 (268)
Decrease in other assets ............. -- -- -- 58 173
(Decrease) increase in accounts
payable and accrued expenses ...... (1,811) (890) 2,259 (2,812) (1,769)
Increase (decrease) in customer
deposits .......................... 151 (324) (696) 376 672
Increase (decrease) in deferred
revenue ........................... 343 295 (123) (801) (874)
Decrease in pension and other
liabilities ....................... (536) (504) (822) (2,658) (4,176)
--------- --------- ----------- ---------- ----------
Net cash provided by operating
activities ................. 4,523 3,035 6,144 6,164 2,335
--------- --------- ----------- ---------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets .................. (4,296) (3,440) (7,494) (7,361) (7,883)
Purchase of subscriber contracts .......... -- (71) -- (1,840) (2,415)
Purchase of short-term investments ........ -- (4,516) (6,601) (5,486) --
Maturities of short-term investments ...... 2,043 4,850 8,544 1,500 --
Other ..................................... -- (50) (50) -- --
--------- --------- ----------- ---------- ----------
Net cash used by investing
activities ................. (2,253) (3,227) (5,601) (13,187) (10,298)
--------- --------- ----------- ---------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from secured note ................ -- -- -- 3,405 9,037
Payments on secured note .................. (1,125) (1,125) (2,250) (3,681) (1,837)
Payments on other long-term debt .......... (98) (92) (210) (449) --
Proceeds from issuance of common stock .... -- -- -- 10,000 --
Transaction and other related costs ....... -- -- -- (1,500) --
Proceeds from short-term borrowings ....... -- -- 943 -- --
Payment on short-term borrowings .......... (943) -- -- -- --
--------- --------- ----------- ---------- ----------
Net cash provided (used) by
financing activities ....... (2,166) (1,217) (1,517) 7,775 7,200
--------- --------- ----------- ---------- ----------
Net increase (decrease) in
cash and cash equivalents .. 104 (1,409) (974) 752 (763)
CASH AND CASH EQUIVALENTS, beginning of
period .................................... 435 1,409 1,409 657 1,420
--------- --------- ----------- ---------- ----------
CASH AND CASH EQUIVALENTS, end of period .... $ 539 $ -- $ 435 $ 1,409 $ 657
========= ========= =========== ========== ==========
CASH PAYMENTS FOR:
Interest .................................. $ 337 $ 489 $ 1,016 $ 992 $ 524
Income taxes .............................. $ 111 $ 84 $ 167 $ 155 $ 189
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital lease obligations ................. $ -- $ 189 $ 234 $ 302 $ 511
The accompanying notes to financial statements
are an integral part of these statements.
F-6
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO JUNE 30, 1996 AND THE SIX MONTHS ENDED JUNE 30,
1996 AND 1995)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
Holmes Protection Group, Inc. (the "Company"), a Delaware corporation, is
the holding company for its subsidiaries which operate in the security alarm
business primarily in the Northeastern United States. The consolidated
financial statements incorporate all the accounts of the Company and its
subsidiaries. All intercompany transactions and balances have been
eliminated. Certain amounts for prior periods have been reclassified to
conform to the 1995 presentation.
INTERIM FINANCIAL INFORMATION
The unaudited consolidated balance sheet at June 30, 1996 and the
consolidated statements of operations, shareholders' equity and cash flows
for the six months ended June 30, 1996 and 1995 include, in the opinion of
management, all adjustments (consisting of normal recurring adjustments)
necessary to present fairly the Company's financial position and the
Company's results of operations and cash flows.
REVENUE RECOGNITION
The Company's subsidiaries design, install, service and monitor security
alarm systems, which are either sold outright ("customer owned") or the
Company retains title to the equipment ("Company owned"). Installation
revenue, and related cost under customer owned contracts, is recognized upon
completion of installation. In contracts relating to Company owned equipment,
the Company changed its method of accounting for installation revenue (see
Note 3). In both cases, revenue from monitoring and servicing activities is
recognized on a straight-line basis over the life of the contract.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Management reviews the collectibility of accounts receivables on a regular
basis. Amounts, if any, which are determined to be uncollectible are provided
for in the financial statements in the period such determination is made.
FIXED ASSETS
Fixed assets are recorded at cost. The Company's equipment installed on
the subscribers' premises is capitalized on the basis of the cost of
materials, labor and overhead relating to the specific installation. The
Company provides for depreciation of equipment on subscribers' premises,
central stations and vaults using the straight-line method over an average
life of 12 years. Periodically, management will review these lives to assess
their adequacy given changes in its business. If circumstances warrant a
significant change in lives, management will adjust such lives to those which
are more representative of its business environment. The Company depreciates
other equipment, including computers, utilizing the straight-line method over
a period ranging between 5 to 12 years, and automotive equipment over the
equipment's useful lives ranging from 3 to 5 years. Leasehold improvements
are depreciated utilizing the straight-line method over the asset's useful
life or the remaining lease term, whichever is shorter. Assets held under
capital lease obligations are depreciated utilizing the straight line method
over the life of the lease or asset, whichever is applicable.
Repair and maintenance costs are expensed as incurred.
SUBSCRIBER CONTRACTS
The cost of acquired subscriber contracts is amortized, based upon average
experience, on a straight-line basis over their estimated useful lives which
has been determined to be 12 years. Such life is periodically reviewed by
management in order to assess its reasonableness. When, in the opinion of the
Company's manage-
F-7
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
ment, a permanent diminution in the value of subscriber contracts has
occurred, the amount of the diminution would be included in the consolidated
statements of operations. In order to determine whether a permanent
diminution in value has occurred, management monitors the Company's
cancellation rates. If an increasing trend in cancellation rates exists and
is recurring, and such cancellation rates indicate nonrecoverability of the
assets, a write down of assets is reflected in the consolidated statement of
operations based upon the discounted future net cash flows of the remaining
subscriber contracts or other method to determine fair market value of such
assets.
Amortization expense was $1,292,000 and $1,295,000 for the six months
ended June 30, 1996 and 1995, respectively, and $2,580,000, $2,483,000 and
$2,320,000 in 1995, 1994 and 1993, respectively.
TRADENAMES
Tradenames are amortized on a straight-line basis over a period of forty
years. Such life is periodically reviewed by management in order to assess
its adequacy. When, in the opinion of the Company's management, a permanent
diminution in the value of tradenames has occurred, the amount of the
diminution would be included in the consolidated statements of operations.
Amortization expense was $85,000 for each of the six months ended June 30,
1996 and 1995 and $170,000 for each year presented.
INVENTORIES
Inventories consist primarily of parts used in the installation and repair
of equipment on subscribers' premises and equipment sold to franchise
dealers. Inventories are stated at the lower of cost or market, cost being
determined on a first-in, first-out basis. Inventories consist of the
following (000's omitted):
June 30, December 31,
---------- ------------------------------
1996 1995 1994
---------- --------- ---------
Materials ..... $1,334 $1,390 $1,495
Work-in-process 422 533 485
---------- --------- ---------
$1,756 $1,923 $1,980
========== ========= =========
CASH AND CASH EQUIVALENTS
Cash equivalents consist principally of short-term investments having
original maturities of 90 days or less, and are carried at cost, which
approximates market.
SHORT-TERM INVESTMENTS
Short-term investments consist primarily of short-term U.S. Government
obligations ($1,853,000 at December 31, 1995), which have an original
maturity of greater than 90 days, as well as certificates of deposit
($190,000 at December 31, 1995). The maturities of the short-term investments
range from January 1996 to May 1996.
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities". This Statement requires the classification of
debt and equity securities based on whether the securities will be held to
maturity, are considered trading securities or are available for sale.
Classification within these categories may require the securities to be
reported at their fair market value with unrealized gains and losses included
either in current earnings or reported as a separate component of
shareholders' equity, depending on the ultimate classification. The Company
adopted the provisions of this statement effective January 1, 1994, the
adoption of which had no impact on the
F-8
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Company's consolidated financial statements. As of December 31, 1995, all
short-term investments used as part of the Company's investment management
have been classified as held to maturity. These investments are stated at
cost which approximates market. Interest is accrued as earned.
INCOME TAXES
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Deferred income
taxes are recognized for the tax consequences in future years of differences
between the tax bases of assets and liabilities and their financial reporting
amounts at each year-end based on the enacted tax law rates. Valuation
allowances are established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.
EARNINGS PER SHARE
Earnings per common share calculations are based on the weighted average
number of shares of common stock outstanding and dilutive common stock
equivalents outstanding. All earnings per share amounts have been adjusted to
give effect of the reverse stock split (Note 7).
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Although these estimates are based on management's
knowledge of current events and actions it may undertake in the future, they
may ultimately differ from actual results.
NEW ACCOUNTING PRONOUNCEMENTS
In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121").
The Company's required adoption date is January 1, 1996. SFAS 121
standardizes the accounting practices for the recognition and measurement of
impairment losses on certain long-lived assets. The Company anticipates the
adoption of SFAS 121 will not have a material impact on its results of
operations or financial position.
2. INFORMATION TECHNOLOGY SERVICES AGREEMENT
On April 4, 1995, the Company entered into an information technology
services agreement with PremiTech Corporation ("PremiTech"), a subsidiary of
Electronic Data Systems Corporation. The ten year $51 million outsourcing
agreement provides for PremiTech to consolidate and manage the Company's data
processing, communications and certain administrative functions. In
connection with the consolidation of the Company's operations, it will pay to
PremiTech $3.3 million. This amount is to compensate PremiTech for the cost
to construct a new central station facility and leasehold improvements. The
Company negotiated a standby credit facility with its bank which allowed the
Company to borrow $2 million in December 1995 to pay a portion of the $3.3
million consolidation amount due PremiTech. No amounts were drawn upon this
standby credit facility, which expired unused. The amount of $500,000 paid in
1995 relating to the consolidation was obtained from existing internal cash
of the Company. The remaining amount due for the consolidation will be paid
in various installments through 1996.
PremiTech is a limited partner of the Investor (see Note 7), holding a
partnership interest equivalent to approximately 6% of the Company's common
stock. Payments made to PremiTech for managing the Company's data processing,
communications and certain administrative functions amounted to $3,073,000
during 1995.
F-9
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
3. CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 1995 the Company changed its method of accounting for
installation revenue with respect to the recording of non-refundable payments
received from customers upon the completion of the installation of Company
owned systems. Previous to this change, the Company deferred the difference
between these payments and estimated selling costs and amortized such
difference over the life of the non-cancelable customer monitoring and
service contract (generally five years). The Company believes that
recognizing revenue upon completion of the installation results in a better
matching of revenue and expenses, better reflects recorded installation
revenues with the actual level of new business activity, and conforms with
the dominant practice being followed by the security alarm industry.
Excluding the cumulative effect, this change resulted in an increase in net
loss of $443,000 or $0.10 net loss per share in 1995. The Company estimates
that the effect of adopting this accounting principle would have resulted in
a decrease in the results from operations of $470,000 or $0.13 per share in
1994 and $470,000 or $0.16 per share in 1993.
4. NON-RECURRING CHARGE
In connection with the Company entering into the information technology
services agreement (see Note 2), the Company determined that certain existing
asset and resource requirements were to be redeployed or no longer required.
After analyzing numerous alternatives regarding its consolidation, during the
fourth quarter, management determined that certain existing assets and
personnel resources would no longer be necessary. Accordingly, the Company
recorded a non-recurring charge of $2,074,000, which consists of severance
and related benefit costs of $1,133,000 covering selected reductions in work
force throughout the Company of approximately 70 employees, all of whom have
been terminated, notified or identified at December 31, 1995 and writedowns
of leasehold improvements and other fixed assets amounting to $941,000 which
would no longer be utilized. As of December 31, 1995, the reserve for
severance and related benefit costs was $1,020,000.
5. FIXED ASSETS
Fixed assets consist of the following (000's omitted):
June 30, December 31,
---------- ------------------------
1996 1995 1994
---------- ---------- ----------
Subscriber installation costs ..... $100,869 $ 97,558 $ 91,141
Central station and other equipment 9,613 9,588 8,656
Leasehold improvements ............ 5,232 4,087 5,671
Furniture and fixtures ............ 921 917 1,312
Construction in progress .......... 1,544 615 721
---------- ---------- ----------
118,179 112,765 107,501
Less- Accumulated depreciation .... (72,663) (67,534) (61,410)
---------- ---------- ----------
$ 45,516 $ 45,231 $ 46,091
========== ========== ==========
Depreciation expense relating to cost of sales is $3,180,000 and
$3,197,000 for the six months ended June 30, 1996 and 1995, respectively, and
$6,378,000, $6,507,000 and $5,056,000 for 1995, 1994 and 1993, respectively.
6. DEBT
SHORT-TERM BORROWINGS:
Short-term borrowings of $943,000 at December 31, 1995 consisted of
borrowings from a margin account, which are secured against the value of the
securities in the Company's short term investment account. The weighted
average interest rate on the outstanding balances during 1995 was 8%.
F-10
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
6. DEBT - (Continued)
LONG-TERM DEBT:
The Company had the following long-term indebtedness outstanding (000's
omitted):
June 30, December 31,
---------- ----------------------
1996 1995 1994
---------- --------- ---------
Term Note ....................................... $5,063 $6,188 $8,438
Capital lease obligations, interest rates ranging
from 7.4% to 10.9%, maturing through August 2000 915 981 958
Other ........................................... 158 190 --
---------- --------- ---------
6,136 7,359 9,396
Less- Current portion ........................... 2,468 2,497 2,687
---------- --------- ---------
$3,668 $4,862 $6,709
========== ========= =========
The maturities of long-term debt due within the next five years are as
follows (000's omitted):
1995
---------
1996 .............................................. $2,497
1997 .............................................. 2,506
1998 .............................................. 1,952
1999 .............................................. 260
2000 .............................................. 144
---------
$7,359
=========
In 1993 the Company negotiated a credit facility of $12 million (the "loan
agreement") with its bank. The loan agreement provides a $9 million five-year
term note ("Term Note") and a $3 million revolving loan facility ("Credit
Note"). These amounts were used in 1993 and 1994 to replace the Company's
existing short-term borrowings, to finance acquisitions and to provide
working capital. The Term Note bears interest on the outstanding balance at
the bank's prime rate (8.5 percent at December 31, 1995) plus 2 percent.
However, the Company has a separate agreement with its bank which provides
for a minimum and a maximum interest rate on its term note of 8% and 10.25%,
respectively, the fair market value of which was $6,300 at December 31, 1995.
Principal payments of the Term Note began September 30, 1994, at $187,500 per
month for 48 months. The Credit Note bears interest on any outstanding
balance at the bank's prime rate (8.5 percent at December 31, 1995) plus 1
percent and is subject to renewal at the option of the bank on May 31, 1996.
The loan agreement includes a provision that any outstanding balance on the
$3 million Credit Note be repaid in full for a minimum of 30 days prior to
September 1, each year. The outstanding balance on the Term Note was
$6,188,000 on December 31, 1995. The Company is currently unable to draw down
on the Credit Note as its bank has informed the Company that there will be no
further extensions of credit. The Company is presently discussing alternative
arrangements with certain banks and other financial institutions.
The Company is subject to and was in compliance with certain covenants
under the loan agreement. The covenants include, but are not limited to,
requirements that the Company maintain both defined levels of net worth and
specified financial ratios, and stay within defined limitations on capital
expenditures and additional indebtedness. In addition, the Company is
prohibited from paying cash dividends or making other distributions (i) if
there is an Event of Default (as described therein) under the agreement or
(ii) if the profits of the Company for the most recent fiscal year do not
equal or exceed $1,000,000. In the event such profits exceed $1,000,000,
F-11
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
6. DEBT - (Continued)
the Company's dividends for such fiscal year cannot be greater than the
amount by which tangible net worth (as defined therein) at fiscal year end
for the previous fiscal year exceeded $26,500,000 in 1995 and increasing
amounts thereafter. The Notes are secured principally against the Company's
subscriber contracts and trade receivables.
The Company has an outstanding letter of credit amounting to $450,000.
Letter of credit fees of 2% are payable on outstanding letters of credit.
The carrying amounts of the Company's short-term borrowings and long-term
debt approximate their fair value. The fair value of the Company's long-term
debt is estimated based on current rates offered to the Company for debt with
similar remaining maturities.
7. COMMON STOCK
On August 1, 1994, the Company sold to HP Partners L.P. (the "Investor")
for $10,000,000 (i) 1,515,886 shares of common stock and (ii) warrants to
purchase 685,714 shares of common stock at an exercise price of $4.58 per
share. The warrants are exercisable at any time prior to their expiration
date on August 1, 2004 and are subject to adjustment upon certain dilutive
events.
On August 13, 1992, the Company issued warrants to purchase 193,150 shares
of common stock, subject to adjustment upon certain dilutive events, in
connection with a restructuring of debt. These warrants expire on August 13,
2002 and are exercisable at any time prior to expiration at an exercise price
of $10.68, subject to adjustment upon certain dilutuve events.
On March 27, 1995, the Company effected a reverse stock split pursuant to
which one share of common stock, $.01 par value, was exchanged for every 14
shares of common stock, $.25 par value, then issued or outstanding. In
addition, the Company reduced its authorized shares of preferred and common
stock from 10,000,000 and 100,000,000 shares to 1,000,000 and 12,000,000
shares, respectively. The share information included in the accompanying
financial statements reflect the effect of the reverse stock split effected
March 27, 1995.
At December 31, 1995, the Company has 604,151 shares of common stock
reserved for share option plans and 878,864 for warrants.
Changes in common stock outstanding are as follows (000's omitted):
Common Treasury
Stock Stock
-------- ----------
January 1, 1993 .................. 2,951 7
Additions ....................... -- --
-------- ----------
December 31, 1993 ................ 2,951 7
Additions - Sales of common stock 1,515 --
-------- ----------
December 31, 1994 ................ 4,466 7
Additions ....................... -- --
-------- ----------
December 31, 1995 ................ 4,466 7
Additions ....................... -- --
-------- ----------
June 30, 1996 .................... 4,466 7
======== ==========
F-12
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
8. STOCK OPTIONS
The Company, with the approval of its stockholders, adopted the 1992
Senior Executives' Option Plan (the "Executives Plan") and the 1992
Directors' Option Plan (the "Directors Plan"). The Executives Plan and the
Directors Plan (collectively, the "Option Plans") took effect on August 13,
1992. On such date, one-time grants of options were made to certain current
and former directors under the Directors Plan. No additional grants are
permitted under the Directors Plan.
On July 29, 1994 (the "Effective Date"), the Company's stockholders
approved the amendment and restatement of the Executives Plan, which
amendment and restatement, (i) replaced all options outstanding under the
Plan with a like number of options at a reduced exercise price of $7.28 per
share, (ii) commenced a new vesting period for such options, (iii) reduced
the "hurdle rate" relating to the price at which the shares must trade prior
to becoming exercisable and (iv) modified the provisions of the Plan to
satisfy the requirements of Rule 16b-3 of the Securities Exchange Act of
1934.
The Option Plans are administered by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") or, at the Board's
discretion, a stock option committee consisting of not less than two
directors of the Company who are selected by the Board.
Subject to the provisions of the Executives Plan and the terms of the
initial option grants provided for therein, the Committee will determine when
and to whom options will be granted, the number of shares to be covered by
each option, the option price, the period during which each option shall be
exercisable and certain other terms and conditions relating to the options
under such plan. The Committee may also exercise all the powers and authority
necessary or advisable in the administration of the Option Plans, subject to
and not inconsistent with the provisions of the Option Plans.
Grants of options may be made under the Executives Plan to (i) certain
designated senior executives (the "Designated Executives") and to (ii)
selected executives of the Company and its subsidiaries. Under the Executives
Plan, initial option grants to Designated Executives made on the Effective
Date will become exercisable as to thirty percent (30%) of the option shares
on the first anniversary of the Effective Date; twenty percent (20%) of the
option shares on the second and third anniversaries of the Effective Date and
as to fifteen percent (15%) of the option shares on each of the fourth and
fifth anniversaries of the Effective Date. Options granted to all other
executives will become exercisable over the exercise period, at such times
and upon such conditions as the Committee may determine (as reflected in the
agreement evidencing the option grant), and the Committee may accelerate the
exercisability of any outstanding option under such circumstances as it deems
appropriate. No option granted to any executive will become exercisable until
the price of the shares subject thereto reaches or has reached a trading
price of $13.30 and remains at or above such price for 30 consecutive trading
days. The options will expire ten years after the date of grant.
Under the Directors Plan, all options vested on January 1, 1993, and no
option will become exercisable until the price of the shares subject thereto
reaches or has reached a trading price of not less than $24.45 and remains at
or above such price for 30 consecutive trading days. The options will expire
ten years after the date of grant.
On December 4, 1995, the Board approved the granting of various options to
purchase the Company's common stock, under a proposed stock option plan (the
"Plan") to be submitted for shareholder approval. The Board granted options
to certain executives to purchase a total of 25,000 shares at an exercise
price of $5.50. Also, under the Plan, each current director would be granted
an option at the same exercise price of $5.50 to purchase 25,000 shares of
the Company's common stock, vesting immediately and exercisable for five
years; and all new directors, upon being appointed or elected, would receive
a similar grant at the then quoted market price. A total of 150,000 shares
were granted as of December 31, 1995 to existing directors. In addition, a
special committee of the Board granted certain directors and a consultant a
total of 125,000 options to purchase the Company's common stock under the
Plan, vesting immediately at a $5.56 exercise price.
F-13
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
8. STOCK OPTIONS - (Continued)
Upon approval of the Plan by the stockholders of the Company, no further
stock options or other awards shall be granted under the Executives Plan and
the Directors Plan. All stock options outstanding under the Executives Plan
and the Directors Plan shall continue to be governed by the terms of the
respective plans, and the relevant stock option agreement pertaining to each
such stock option.
Stock options issued under these plans are as follows:
Number of
Shares Exercise Price
----------- --------------
Options outstanding, January 1, 1993 . 265,637 $ 7.28-$13.97
Granted ......................... 8,854 $ 7.28
Canceled ........................ (26,563) $ 7.28-$13.97
Exercised ....................... -- --
----------- --------------
Options outstanding, December 31, 1993 247,928 $ 7.28-$13.97
Granted ......................... 73,930 $ 7.28-$13.97
Canceled ........................ (29,515) $13.97
Exercised ....................... -- --
----------- --------------
Options outstanding, December 31, 1994 292,343 $ 7.28-$13.97
Granted ......................... 308,854 $ 5.50- $7.28
Canceled ........................ (56,672) $ 5.50- $7.28
Exercised ....................... -- --
----------- --------------
Options outstanding, December 31, 1995 544,525 $ 5.50-$13.97
Granted ......................... 530,000 $ 6.00-$10.00
Canceled ........................ (21,250) $ 7.28-$13.30
Exercised ....................... -- --
----------- --------------
Options outstanding, June 30, 1996 ... 1,053,275 $ 5.50-$13.97
=========== ==============
At December 31, 1995, options to purchase 275,000 shares of common stock
were exercisable at $5.50 to $5.56. There were 59,626 options available for
future grant at December 31, 1995.
9. INCOME TAXES
Income tax provision (benefit) include current and deferred taxes as
follows (000's omitted):
For the Years Ended December 31
----------------------------------------------------
1995 1994 1993
---------- ------- ------
Current:
Federal ......... $ -- $ -- $ --
State ........... 200 94 200
---------- ------- ------
200 94 200
---------- ------- ------
Deferred:
Federal ......... (1,764) 301 --
State ........... (555) 183 --
---------- ------- ------
(2,319) 484 --
---------- ------- ------
$(2,119) $578 $200
========== ======= ======
F-14
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30, 1996
and 1995)
9. INCOME TAXES - (Continued)
The types of temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise to a
significant portion of the deferred tax liability and deferred tax asset and
their approximate tax effects are as follows at December 31 (000's omitted):
1995 1994
----------- ----------
Current deferred tax asset:
Accrued expenses ................ $ 414 $ 604
Deferred revenues ............... -- 769
Allowance for doubtful accounts . 589 579
Other ........................... 145 31
----------- ----------
Net current deferred
tax asset ........... 1,148 1,983
----------- ----------
Noncurrent deferred tax liability:
Fixed assets .................... (11,867) (12,336)
Subscriber contracts ............ (4,990) (5,757)
Net operating loss carryforward . 7,418 5,830
Deferred revenues ............... -- 1,173
Accrued expenses and other ...... (858) (111)
----------- ----------
Net noncurrent deferred
tax liability ....... (10,297) (11,201)
----------- ----------
Net deferred tax
liability ........... $ (9,149) $ (9,218)
=========== ==========
The tax expense allocated to shareholders' equity related to the change in
the minimum pension obligation was $307,000, $155,000 and $1,076,000 in 1995,
1994 and 1993, respectively. Reconciliation of tax at the U.S. statutory
income tax rate of 34% to the provision (benefit) for income taxes was as
follows (000's omitted):
1995 1994 1993
---------- ------- ------
U.S. statutory rate ...... $(1,970) $334 $ 49
Nondeductible amortization 58 58 --
State income taxes ....... (234) 163 200
Other .................... 27 23 (49)
---------- ------- ------
Tax provision (benefit) .. $(2,119) $578 $200
========== ======= ======
The Company has net operating loss carryforwards for tax purposes at
December 31, 1995 of approximately $17,000,000 which expire through 2010, of
which $4,500,000 is limited as to its utilization due to a prior change in
ownership of the Company. Future changes in ownership, as defined by Section
382 of the Internal Revenue Code, could limit the amount of net operating
loss carryforwards in any one year.
10. PENSION PLANS
The Company covers approximately 22 percent of its employees under two
defined benefit pension plans which were frozen at June 30, 1987. The
benefits under these plans are based upon compensation levels and length of
service. The pension plans are being funded in accordance with the Employee
Retirement Income Security Act of 1974.
F-15
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
10. PENSION PLANS - (Continued)
The components of net periodic pension cost were as follows:
1995 1994
--------- -------
Components:
Service cost - benefits earned during
period ............................... $ 150 $ 150
Interest cost on projected benefit
obligation ........................... 1,623 1,598
Actual return on assets ................ (3,174) (660)
Net amortization and deferral .......... 1,795 (725)
--------- ---------
Net periodic pension cost .... $ 394 $ 363
========= =========
Assumptions:
Discount rate for benefit obligations .. 7.5% 8.5%
Expected long-term rate of return on
assets ............................... 8.5% 8.5%
The following table sets forth the funded status of the plans at September
30, 1995 and 1994 and amounts recognized in the Company's consolidated
balance sheets at December 31, 1995 and 1994, respectively (000's omitted):
1995 1994
------------------------- ------------
Over Under Under
Funded Funded Funded
Plan Plan Plans
---------- ----------- ------------
Vested benefits .................................. $(1,601) $(19,838) $(19,822)
---------- ----------- ------------
Accumulated benefit obligation ................... (1,603) (19,892) (19,879)
---------- ----------- ------------
Project benefit obligation ....................... (1,603) (19,892) (19,879)
Plan assets at fair value ........................ 1,645 18,871 18,052
---------- ----------- ------------
Plan assets in excess of (less than)
projected benefit obligation ......... 42 (1,021) (1,827)
---------- ----------- ------------
Unrecognized net (gain) loss ..................... 602 5,164 5,965
Unrecognized prior service cost .................. -- -- --
Unrecognized net transition obligation (asset) ... (10) (5) (50)
Fourth quarter contribution ...................... 18 203 243
Adjustment required to recognize minimum liability -- (5,159) (5,915)
---------- ----------- ------------
Prepaid (accrued) pension cost
recognized in the balance sheet ...... $ 652 $ (818) $ (1,584)
========== =========== ============
Pension plan assets are primarily invested in corporate common stocks and
bonds and U.S. government securities.
F-16
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
11. SUPPLEMENTARY FINANCIAL STATEMENT DATA
June 30, December 31,
---------- -----------------------
1996 1995 1994
---------- ---------- ---------
(000's omitted)
Prepaid expenses and other:
Prepaid insurance .............. $ 698 $ 1,297 $1,312
Deferred tax assets ............ 1,148 1,148 1,983
Prepaid pension cost ........... 652 652 --
Other .......................... 99 223 365
---------- ---------- ---------
$2,597 $ 3,320 $3,660
========== ========== =========
Accounts payable and accrued
expenses:
Accounts payable ............... $5,213 $ 3,975 $2,281
Accrued insurance .............. 438 1,421 1,002
Accrued pension ................ 354 740 1,057
Accrued severance .............. 790 1,020 --
Accrued expenses ............... 845 2,954 2,700
---------- ---------- ---------
$7,640 $10,110 $7,040
========== ========== =========
Other long-term liabilities:
Deferred installation revenue .. $ -- $ -- $2,667
Other .......................... 684 834 1,443
---------- ---------- ---------
$ 684 $ 834 $4,110
========== ========== =========
12. COMMITMENTS AND CONTINGENCIES
The Company conducts its operations principally from leased facilities and
has entered into capital lease arrangements for certain fixed assets. Future
minimum lease payments with respect to leases in effect at December 31, 1995
are as follows (000's omitted):
Capital Operating
--------- -----------
1996 ............................. $ 309 $1,406
1997 ............................. 293 1,194
1998 ............................. 274 1,090
1999 ............................. 242 857
2000 ............................. 103 529
2001 and thereafter .............. -- 471
--------- -----------
1,221 $5,547
===========
Less- Amount representing interest (240)
---------
$ 981
=========
Rental expense for the years ended December 31, 1995, 1994 and 1993 was
approximately $1,084,000, $1,166,000, and $1,250,000, respectively.
Certain subsidiaries of the Company are defendants or co-defendants in
various lawsuits, some of which claim damages in substantial amounts.
Management of the Company is of the opinion that the ultimate resolution of
all these claims is not likely to have a material adverse effect on the
consolidated financial condition of the Company, future results of operations
or liquidity.
The Company has entered into employment agreements with certain of its
employees which terminate through May 31, 1997. Future payments under these
employment agreements are approximately $618,000. Ter-
F-17
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June 30,
1996 and 1995)
12. COMMITMENTS AND CONTINGENCIES - (Continued)
mination of employment for reasons other than (i) "Cause" (ii) such
employee's "Disability" (each defined in the Employment Agreements), (iii)
the employee's death, incompetence or bankruptcy or (iv) the expiration of
the term of the employment agreement will obligate the Company to pay the
employee's salary for periods ranging from three to six months and maintain
certain benefits. The amount of this obligation would be approximately
$218,000. In addition, the employment agreements grant these employees the
right to receive their respective salaries and certain other benefits for a
period of twelve months if the Company terminates any of such employees
within twelve months of a change in control of the Company (as defined). Upon
a change in control, the salary obligation would result in an aggregate
payment of approximately $555,000 based upon such employees 1995 salary.
13. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the quarterly results of operations for the
years ended December 31, 1995 and 1994:
Three Months Ended
-----------------------------------------------------------
March 31* June 30* September 30* December 31
----------- ---------- --------------- -------------
(000's omitted, except per share data)
1995:
Revenue ............................ $12,584 $12,539 $12,569 $12,383
Gross profit ....................... 6,405 6,155 5,787 5,466
Income (loss) before cumulative
effect of accounting change ...... 5 (645) (1,040) (1,994)
Net income (loss) .................. 2,482 (645) (1,040) (1,994)
--------- ---------- --------- ---------
Earnings (loss) per share before
cumulative effect of accounting
change ........................... $ -- $ (0.14) $ (0.23) $ (0.45)
Earnings (loss) per share .......... $ 0.55 $ (0.14) $ (0.23) $ (0.45)
========= ========== ========== ==========
Three Months Ended
---------------------------------------------------------
March 31 June 30 September 30 December 31
---------- ---------- -------------- -------------
(000's omitted, except per share data)
1994:
Revenue ..... $12,865 $12,967 $12,942 $12,628
Gross profit 6,791 6,906 6,673 6,147
Net income
(**) ...... 128 154 97 25
---------- ---------- --------- ----------
Earnings per
share ..... $ 0.04 $ 0.05 $ 0.02 $ --
========== ========== ========= ==========
- ------
(*) First, second and third quarter 1995 results have been restated for the
change in accounting principle (see Note 3).
(**) The results for the first, second and third quarters have been restated
to record a reduction of $103,000, $135,000 and $66,000, respectively,
in previously reported net earnings in order to reflect a more accurate
effective tax rate. Accordingly, earnings per share for the first,
second and third quarters was reduced by $0.03, $0.05 and $0.02,
respectively.
F-18
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited with respect to June 30, 1996 and the six months ended June
30, 1996 and 1995)
14. SUBSEQUENT EVENTS (UNAUDITED)
The Company entered into a credit agreement dated as of August 30, 1996
with Merita Bank Ltd and Bank of Boston Connecticut (together, the "New
Banks") pursuant to which the New Banks have agreed, subject to the terms and
conditions set forth therein, to provide a two-year $25 million revolving
credit facility to the Company which converts into a five-year term loan on
September 30, 1998 (the "Credit Facility"). Up to $12.5 million of the Credit
Facility became available for borrowing upon the closing thereof on August
30, 1996, and up to an additional $12.5 million will become available if the
Company receives at least $10 million in gross proceeds from the sale of
newly issued Common Stock by October 31, 1996. At September 24, 1996, the
outstanding balance under the Credit Facility was $8.3 million. Such funds
have been used to pay $4.7 million to its bank to repay the outstanding
balance under the Term Note and to pay $1.0 million to PremiTech for its
consolidation activities under the information technology services agreement,
with the balance used to meet the Company's working capital needs. The
remaining available proceeds of the Credit Facility will be used to finance
capital expenditures and permitted acquisitions and for general corporate
purposes.
The Credit Facility matures on September 30, 2003 with principal payments
payable in increasing quarterly installments commencing December 31, 1998.
Borrowings under the Credit Facility bear interest, at the Company's option,
at an annual rate equal to either a base rate, defined as the higher of the
prime rate or a specified federal funds rate, or a specified Eurodollar rate
plus, in each case, an applicable margin which varies with the Company's
leverage (the ratio of total debt to EBITDA less capital expenditures). The
Company is obligated to pay a commitment fee of 1/2 % per annum of any
undrawn amounts. The New Banks also received warrants to purchase an
aggregate of 166,666 shares of Common Stock at an initial exercise price of
$9.75 per share (the "New Bank Warrants") and were granted certain
registration rights in connection therewith. Mandatory prepayment of the
Credit Facility will be required under certain conditions.
The Company is subject to certain covenants under the Credit Facility
which include, but are not limited to, ratios of total debt to recurring
monthly revenue, minimum debt service coverage, minimum net worth, maximum
capital expenditures, maximum subscriber attrition rate (as defined in the
Credit Facility), restrictions on additional indebtedness, certain
acquisitions, dividends, investments, mergers and sales of assets, creation
of liens, guarantees and issuance of capital stock by the Company's
subsidiaries.
The Credit Facility is secured by all current and future assets, and the
pledge of the capital stock, of the Company's subsidiaries.
F-19
HOLMES PROTECTION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(000'S OMITTED)
Charged
Balance at to Costs Charged Balance at
Beginning and to Other (A) End of
Description of Period Expenses Accounts Deductions Period
-------------------------------- ------------ ---------- ---------- ------------ ------------
Allowance for doubtful accounts:
December 31-
1995 ...................... 1,315 486 -- 461 1,340
1994 ...................... 1,240 506 -- 431 1,315
1993 ...................... 1,359 586 -- 705 1,240
- ------
(A) Deductions represent the net effect of write-offs and recoveries.
S-1
LifeNET - A technically advanced
vehicle tracking system utilizing
both cellular and global
positioning satellite technology.
ProWATCH - With ProWATCH, an
integrated building security system,
tenants have access after hours by
using an access card at a convenient
building entrance, while after-hours
visitors use an entry phone.
Central Station - In our
state-of-the-art facility
trained professionals
monitor virtually all
security needs such as fire,
burglar, access control and
closed circuit television at
locations including
businesses and homes.
Alarm Video Verification -
When an alarm is triggered
the system provides a visual
transmission of the actual
event to our central
station.
Patrol Service - Our patrol
service patrols premises to
ensure the integrity of the
site and to facilitate
emergency procedures as
needed.
=============================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Underwriters. This Prospectus
does not constitute an offer to sell or a solicitation of any offer to buy
any security other than in connection with the offer made by this Prospectus,
nor does it constitute an offer to sell or a solicitation of any offer to
buy, the shares of Common Stock by anyone in any jurisdiction in which such
an offer or solicitation is not authorized, or in which the person making
such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information contained herein
is correct as of any time subsequent to its date.
-----------------
TABLE OF CONTENTS
-----------------
Page
--------
Prospectus Summary ......................... 3
Risk Factors ............................... 6
Use of Proceeds ............................ 11
Price Range of Common Stock and Dividend
Policy .................................... 12
Capitalization ............................. 13
Selected Financial Data .................... 14
Management's Discussion and Analysis
of Financial Condition and Results of
Operations ................................ 16
Business ................................... 22
Management ................................. 40
Principal Stockholders ..................... 50
Certain Transactions ....................... 52
Description of Capital Stock ............... 52
Shares Eligible for Future Sale ............ 53
Underwriting ............................... 55
Legal Matters .............................. 56
Experts .................................... 56
Available Information ...................... 56
Index to Financial Statements .............. F-1
=============================================================================
=============================================================================
1,100,000 Shares
HOLMES PROTECTION
GROUP, INC.
LOGO
Common Stock
($.01 par value)
----------
PROSPECTUS
----------
Brean Murray & Co., Inc.
September 25, 1996
=============================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemization of all expenses (subject to future
contingencies) incurred or expected to be incurred by the Company in
connection with the issuance and distribution of the securities being offered
hereby (items marked with an asterisk (*) represent estimated expenses):
SEC Registration Fee .................. $ 4,302.59
Legal Fees and Expenses ............... 150,000.00(*)
Blue Sky Fees (including counsel fees) 5,000.00(*)
NASD Filing Fee ....................... 1,747.75
NASDAQ Fee ............................ 1,000.00(*)
Accounting Fees and Expenses .......... 100,000.00(*)
Transfer Agent and Registrar Fees ..... 2,500.00(*)
Printing and Engraving Expenses ....... 50,000.00(*)
Underwriting Expense Allowance ........ 150,000.00
Miscellaneous Expenses ................ 35,449.66(*)
---------------
Total .............................. $500,000.00
===============
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Delaware General Corporation Law (the "DGCL"), Section 102(b)(7), enables
a corporation in its original certificate of incorporation, or an amendment
thereto validly approved by stockholders, to eliminate or limit personal
liability of members of its Board for violations of a director's fiduciary
duty of care. However, the elimination or limitation shall not apply where
there has been a breach of the duty of loyalty, failure to act in good faith,
intentional misconduct or a knowing violation of a law, the payment of a
dividend or approval of a stock repurchase which is deemed illegal or an
improper personal benefit is obtained. The Company's Restated Certificate of
Incorporation eliminates the liability of directors to the extent permitted
by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action"); if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) incurred in connection
with defense or settlement of such action, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested director vote,
stockholder vote, agreement or otherwise. The Restated Certificate of
Incorporation of the Company provides for such indemnification of its
directors and officers as permitted by Delaware law.
Reference is made to Article Eleventh of the Restated Certificate of
Incorporation of the Company for certain indemnification rights of officers
and directors of the Company.
In addition, the Company maintains a directors' and officers' liability
insurance policy.
The Underwriting Agreement provides for reciprocal indemnification among
the Company and the Underwriters and their respective officers, directors and
control persons against certain liabilities in connection with this
Registration Statement, including liabilities under the Securities Act.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Pursuant to the Investment Agreement, on August 1, 1994, the Company sold
1,515,886 shares of Common Stock and warrants to purchase 685,714 shares of
Common Stock at an exercise price of $4.58 per share to the Investor for an
aggregate cash consideration of $10 million. The Company believes that this
issuance was exempt from registration under Section 4(2) of the Securities
Act based on the limited nature of the offering and the representations made
by the purchasing stockholder.
In connection with the Credit Facility, on August 30, 1996, the Company
issued warrants to purchase 166,666 shares of Common Stock at an exercise
price of $9.75 per share to the New Banks. The Company believes that this
issuance was exempt from registration under Section 4(2) of the Securities
Act based on the limited nature of the offering and the representations made
by the New Banks.
As of September 19, 1996, the Company issued 103,805 shares of Common
Stock in exchange for all of the outstanding shares of a non-public
California corporation. The Company believes that this issuance was exempt
from registration under Section 4(2) of the Securities Act based on the
limited nature of the offering and the representations made by the
purchasers.
The purchaser of the securities described above has represented that it
understands that the securities acquired may not be sold or otherwise
transferred absent registration under the Act or the availability of an
exemption from the registration requirements of the Act, and each certificate
evidencing the securities owned by such purchaser bears or will bear upon
issuance a legend to that effect.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
Exhibit
No.
------------
1.1 Form of the Underwriting Agreement(**)
3.1 Restated Certificate of Incorporation of the Company(*)
3.2 Amended and Restated By-Laws of the Company(*)
4.1 Specimen of Common Stock Certificate(*)
4.3 Investor Warrant(*)
4.4 Form of Institution Warrant(*)
4.5 New Bank Warrants(**)
5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld(**)
10.1 Investment Agreement between HP Partners L.P. ("Investor") and the Company dated as of June 29, 1994(*)
10.2 Registration Rights Agreement between Investor and the Company dated August 1, 1994(*)
10.3 Exchange Agreement, dated as of December 18, 1991, among the Company and a number of insurance companies
and other institutions listed therein ("Institutions")(*)
10.4 First Amendment to the Exchange Agreement dated January 31, 1992(*)
10.5 Second Amendment to the Exchange Agreement dated May 24, 1992(*)
10.6 Third Amendment to the Exchange Agreement dated June 30, 1992(*)
10.7(a) Amended and Restated Loan Agreement, dated September 30, 1993, between the Company and NatWest Bank N.A.
n/k/a Fleet Bank, N.A. (formerly National Westminster Bank USA) ("Loan Agreement")(*)
10.7(b) Amendment No. 1 to Loan Agreement dated October 10, 1994(*)
10.7(c) Amendment and Supplement No. 2 to Loan Agreement dated as of March 10, 1995(*)
10.7(d) Amendment No. 3 to Loan Agreement dated as of April 4, 1995(*)
10.8 Holmes Protection Group, Inc. 1992 Directors' Option Plan(*)
10.9 Amended and Restated Senior Executives Option Plan(*)
10.10 Master Lease Agreement No. 12223 dated December 18, 1992 between Data General Corporation and the Company(*)
10.11 Letter Agreement dated July 12, 1995 and Lease Schedule No. 006 dated July 26, 1995 to Master Lease Agreement
No. 12223 between Data General Corporation and the Company(*)
II-2
Exhibit
No.
------------
10.11(a) Letter Agreement dated September 3, 1996 and Revised Lease Schedule No. 006 to Master Lease Agreement
No. 12223 between Data General Corporation and the Company(**)
10.12 Software License and Sublicense Agreement dated April 4, 1995 among Monitoring Automation Systems, PremiTech
Corporation and the Company(*)
10.13 Employment Agreement between the Company and Eugene G. Lestardo dated June 22, 1995(*)
10.14 Employment Agreement between the Company and Glenn C. Riker dated October 12, 1994(*)
10.15 Employment Agreement between the Company and Neville N. Rosemin dated October 12, 1994(*)
10.16 Employment Agreement between the Company and Brian H. Jaffe dated January 1, 1995(*)
10.17 Employment Agreement between the Company and William C. Sholl dated August 29, 1994(*)
10.18 Employment Agreement between the Company and George V. Flagg dated January 8, 1996(*)
10.19 Employment Agreement between the Company and James L. Boehme dated January 8, 1996(*)
10.19(a) Amendment to Employment Agreement between the Company and James L. Boehme dated June 5, 1996(*)
10.20 Employment Agreement between the Company and Lawrence R. Irving dated May 13, 1996(*)
10.21 Lease Agreement, dated as of July 1, 1995, between Holmes Protection of New York Inc. ("HPNY") and Forty-Seventh-
Fifth Company; Lease Guaranty by the Company dated as of July 1, 1995(*)
10.22(a) Lease Agreement, dated March 2, 1987, between HPNY and Ninth Avenue Associates (including First Amendment
dated August 9, 1988 thereto)(*)
10.22(b) Second Amendment to Lease Agreement dated October 7, 1987(*)
10.22(c) Third Amendment to Lease Agreement dated October 27, 1994(*)
10.22(d) Fourth Amendment to Lease Agreement dated November 13, 1995(*)
10.23 Lease Agreement, dated June 1992, among Holmes Protection of Long Island, Inc., Holmes Protection Group,
Inc. and J&B Properties Ltd.(*)
10.24 Lease Agreement, dated January 31, 1974, between Holmes Protection of Philadelphia, Inc. and George Shapiro
(including amendments thereto)(*)
10.25 Lease Agreement, dated August 15, 1989, between Dictograph Security Systems Inc. and Center Realty(*)
10.26 Lease Agreement, dated June 8, 1989, between Holmes Protection, Inc. and High Ridge Enterprises, Inc.(*)
10.27 Form of Registration Rights Agreement with Institutions(*)
10.28 Agreement For Information Technology Services dated as of April 4, 1995 between PremiTech Corporation
(formerly Premisys Corporation) and the Company ("Outsourcing Agreement")(*)
10.29 First Amendment to Outsourcing Agreement dated as of August 1, 1995(*)
10.30 Second Amendment to Outsourcing Agreement dated as of December 14, 1995(*)
10.31 Third Amendment to Outsourcing Agreement dated as of January 19, 1996(*)
10.32 Parent Corporation Guarantee dated April 4, 1995 among Electronic Data Systems Corporation, PremiTech
Corporation and the Company(*)
10.33 Credit Agreement, among Merita Bank Ltd., Bank of Boston Connecticut, Holmes Holding Company, Inc. and
the Company, dated as of August 30, 1996 (**)
10.34 Registration Rights Agreement between the Company and the New Banks, dated as of August 30, 1996(**)
18.1 Letter from Arthur Andersen LLP dated March 20, 1996 regarding change in accounting principle(*)
21.1 Subsidiaries of the Company(*)
23.1 Consent of Arthur Andersen, LLP(**)
23.2 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (contained in the opinion filed as Exhibit 5.1)(**)
24.1 Power of Attorney(*)
- ------
(*) Previously filed.
(**) Filed herewith.
II-3
(B) FINANCIAL STATEMENT SCHEDULES.
Schedule II -- Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on September 25, 1996.
HOLMES PROTECTION GROUP, INC.
By:/s/ George V. Flagg
--------------------------------
George V. Flagg
President, Chief Executive
Officer
and Director
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
Signatures Title Date
-------------------------- ------------------------------------------------- --------------------
/s/ George V. Flagg President, Chief Executive Officer (Principal September 25, 1996
------------------------- Executive Officer) and Director
George V. Flagg
/s/ Lawrence R. Irving Vice President -- Finance (Principal Financial September 25, 1996
------------------------- and Accounting Officer)
Lawrence R. Irving
/s/ Pierre Besuchet Director September 25, 1996
-------------------------
Pierre Besuchet
/s/ Daniel T. Carroll Director September 25, 1996
-------------------------
Daniel T. Carroll
/s/ Lawrence R. Glenn Director September 25, 1996
-------------------------
Lawrence R. Glenn
/s/ Mark S. Hauser Director September 25, 1996
-------------------------
Mark S. Hauser
/s/ William P. Lyons Director September 25, 1996
-------------------------
William P. Lyons
/s/ David Jan Mitchell Director September 25, 1996
-------------------------
David Jan Mitchell
/s/ Edward L. Palmer Director September 25, 1996
-------------------------
Edward L. Palmer
/s/ William Spier Director September 25, 1996
-------------------------
William Spier
II-5
EXHIBIT INDEX
Exhibit
No. Description Page
------------ ----------------------------------------------------------------------------------------- --------
1.1 Form of the Underwriting Agreement(**)
3.1 Restated Certificate of Incorporation of the Company(*)
3.2 Amended and Restated By-Laws of the Company(*)
4.1 Specimen of Common Stock Certificate(*)
4.3 Investor Warrant(*)
4.4 Form of Institution Warrant(*)
4.5 New Bank Warrants(**)
5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld(**)
10.1 Investment Agreement between HP Partners L.P. ("Investor") and the Company dated as of June
29, 1994(*)
10.2 Registration Rights Agreement between Investor and the Company dated August 1, 1994(*)
10.3 Exchange Agreement, dated as of December 18, 1991, among the Company and a number of insurance
companies and other institutions listed therein ("Institutions")(*)
10.4 First Amendment to the Exchange Agreement dated January 31, 1992(*)
10.5 Second Amendment to the Exchange Agreement dated May 24, 1992(*)
10.6 Third Amendment to the Exchange Agreement dated June 30, 1992(*)
10.7(a) Amended and Restated Loan Agreement, dated September 30, 1993, between the Company and NatWest
Bank N.A. n/k/a Fleet Bank, N.A. (formerly National Westminster Bank USA) ("Loan Agreement")(*)
10.7(b) Amendment No. 1 to Loan Agreement dated October 10, 1994(*)
10.7(c) Amendment and Supplement No. 2 to Loan Agreement dated as of March 10, 1995(*)
10.7(d) Amendment No. 3 to Loan Agreement dated as of April 4, 1995(*)
10.8 Holmes Protection Group, Inc. 1992 Directors' Option Plan(*)
10.9 Amended and Restated Senior Executives Option Plan(*)
10.10 Master Lease Agreement No. 12223 dated December 18, 1992 between Data General Corporation and
the Company(*)
10.11 Letter Agreement dated July 12, 1995 and Lease Schedule No. 006 dated July 26, 1995 to Master
Lease Agreement No. 12223 between Data General Corporation and the Company(*)
10.11(a) Letter Agreement dated September 3, 1996 and Revised Lease Schedule No. 006 to Master Lease
Agreement No. 12223 between Data General Corporation and the Company(**)
10.12 Software License and Sublicense Agreement dated April 4, 1995 among Monitoring Automation Systems,
PremiTech Corporation and the Company(*)
10.13 Employment Agreement between the Company and Eugene G. Lestardo dated June 22, 1995(*)
10.14 Employment Agreement between the Company and Glenn C. Riker dated October 12, 1994(*)
10.15 Employment Agreement between the Company and Neville N. Rosemin dated October 12, 1994(*)
10.16 Employment Agreement between the Company and Brian H. Jaffe dated January 1, 1995(*)
10.17 Employment Agreement between the Company and William C. Sholl dated August 29, 1994(*)
10.18 Employment Agreement between the Company and George V. Flagg dated January 8, 1996(*)
10.19 Employment Agreement between the Company and James L. Boehme dated January 8, 1996(*)
Exhibit
No. Description Page
------------ ----------------------------------------------------------------------------------------- --------
10.19(a) Amendment to Employment Agreement between the Company and James L. Boehme dated June 5, 1996(*)
10.20 Employment Agreement between the Company and Lawrence R. Irving dated May 13, 1996(*)
10.21 Lease Agreement, dated as of July 1, 1995, between Holmes Protection of New York Inc. ("HPNY")
and Forty-Seventh- Fifth Company; Lease Guaranty by the Company dated as of July 1, 1995(*)
10.22(a) Lease Agreement, dated March 2, 1987, between HPNY and Ninth Avenue Associates (including First
Amendment dated August 9, 1988 thereto)(*)
10.22(b) Second Amendment to Lease Agreement dated October 7, 1987(*)
10.22(c) Third Amendment to Lease Agreement dated October 27, 1994(*)
10.22(d) Fourth Amendment to Lease Agreement dated November 13, 1995(*)
10.23 Lease Agreement, dated June 1992, among Holmes Protection of Long Island, Inc., Holmes Protection
Group, Inc. and J&B Properties Ltd.(*)
10.24 Lease Agreement, dated January 31, 1974, between Holmes Protection of Philadelphia, Inc. and
George Shapiro (including amendments thereto)(*)
10.25 Lease Agreement, dated August 15, 1989, between Dictograph Security Systems Inc. and Center
Realty(*)
10.26 Lease Agreement, dated June 8, 1989, between Holmes Protection, Inc. and High Ridge Enterprises,
Inc.(*)
10.27 Form of Registration Rights Agreement with Institutions(*)
10.28 Agreement For Information Technology Services dated as of April 4, 1995 between PremiTech Corporation
(formerly Premisys Corporation) and the Company ("Outsourcing Agreement")(*)
10.29 First Amendment to Outsourcing Agreement dated as of August 1, 1995(*)
10.30 Second Amendment to Outsourcing Agreement dated as of December 14, 1995(*)
10.31 Third Amendment to Outsourcing Agreement dated as of January 19, 1996(*)
10.32 Parent Corporation Guarantee dated April 4, 1995 among Electronic Data Systems Corporation,
PremiTech Corporation and the Company(*)
10.33 Credit Agreement, among Merita Bank Ltd., Bank of Boston Connecticut, Holmes Holding Company,
Inc. and the Company, dated as of August 30, 1996(**)
10.34 Registration Rights Agreement between the Company and the New Banks, dated as of August 30,
1996(**)
18.1 Letter from Arthur Andersen LLP dated March 20, 1996 regarding change in accounting principle(*)
21.1 Subsidiaries of the Company(*)
23.1 Consent of Arthur Andersen, LLP(**)
23.2 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (contained in the opinion filed as
Exhibit 5.1)(**)
24.1 Power of Attorney(*)
- ------
(*) Previously filed.
(**) Filed herewith.